


Aftermath (Spider-Man: Homecoming AU)

by NobodyBreaksMyHeart



Category: Marvel, Marvel Cinematic Universe, Spider-Man: Homecoming (2017)
Genre: Alternate Universe, Alternate Universe - Canon Divergence, Denial, Denial of Feelings, F/M, Friends to Lovers, Love takes time, Post-Spider-Man: Homecoming, Slow Burn, Spider-Man: Homecoming Spoilers, Unrequited Love, Unresolved Emotional Tension, Unresolved Romantic Tension, like painfully slow, really slow burn
Language: English
Status: In-Progress
Published: 2017-08-04
Updated: 2018-05-19
Packaged: 2018-12-11 02:34:57
Rating: Teen And Up Audiences
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 8
Words: 36,182
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/11705016
Author URL: https://archiveofourown.org/users/NobodyBreaksMyHeart/pseuds/NobodyBreaksMyHeart
Summary: Takes place one month(ish)*** after the events of Spider-Man: Homecoming. Peter is trying to deal with a lot: Settling back into life as a "normal" teenager, putting up with jerks like Flash, his feelings for Liz even after she's moved away, nightmares he's been having since his battle with The Vulture. All this while trying to deal with Aunt May knowing his secret and his changing feelings towards a certain observant classmate.***Just to clarify, the events of the movie took place in October, but I'm writing my story as though they took place in September.





	1. Chapter 1

**Author's Note:**

> Notes/Warnings/Whatever:
> 
> \- This is Alternate Universe  
> \- I am not familiar with the comics. I only know what I know from the movies.  
> \- I write characters loosely based on what I read about them by looking them up.  
> \- Again, this is AU so I will take liberties with backstories/personalities/relationships/etc.  
> \- I am a fan of the UK series Skins, so there will be elements from that show thrown in. Peter/Michelle are like a Freddy/Effy to me in a way...  
> \- Please be gentle, as this is my first time sharing fanfiction with anyone other than family :)

~*~*~*~*~*~

Peter stood by his locker looking down at the neon green flyer that Flash had just shoved into his hands. It had **Penis Parker** written across it in black marker. Peter rolled his eyes and crumpled it up into a ball as Ned walked up also holding a flyer.  
  
"You get one, too?" Ned asked.  
  
Peter nodded as he shut his locker door.  
  
“I can't believe Flash is inviting us to his Halloween party tonight,” Ned continued, as they started walking down the hall to leave school. “Why did he invite us? He doesn’t even like us.”  
  
“It's probably just to humiliate us,” Peter muttered.  
  
Memories from Liz's party of Flash getting everyone to join in a chorus of "Penis Parker" came to mind. Peter tossed his flyer into a trash can by the door as they exited.  
  
"So should we go?" Ned asked.  
  
"Why? So we can embarrass ourselves again? Remember what happened at the last party we went to?"  
  
"Yeah," Ned said. "You ditched me and left me hanging which was not cool man!"  
  
"You know why I had to leave," Peter said, quietly.  
  
Ned rolled his eyes. "This whole superhero double life thing reeeaallyy gets in the way some times."  
  
"You're just now seeing that," Peter laughed a little, as they approached a subway train.  
  
They found a couple places to stand and held on tightly. Peter looked down at his phone. More specifically, at his text message thread with Liz. Much like when he texted Happy, the texts were all his. She had yet to respond to any.  
  
"You're _still_ not over her?" Ned asked, looking over his shoulder.  
  
"Ned, are you kidding? She just moved away last month. And it's all my fault."  
  
"It's not your fault her father chose the life of crime."  
  
"Yeah, well it is my fault he nearly died."  
  
"True. But he didn't."  
  
"Liz left still upset with me. I wish there was a way to apologize and make it up to her."  
  
"You could just tell her your secret," Ned shrugged. "I bet she'd respond then."  
  
"What??" Peter looked at him bewildered.  
  
"You said you still have feelings for her."  
  
"I do. But that doesn't mean I should tell her."  
  
"You've been in love with her since what? The beginning of last year? I mean besides her father being The Vulture, is there any other reason why you couldn't trust her?"  
  
"Yes," Peter frowned. "Yes. Because the more people that know, the more leverage someone has against me. I care about her too much. She's already under a lot of stress because of her father. Knowing my secret would add to that and put her in danger."  
  
Ned sighed, shaking his head slowly.  
  
"You've gotta get over her, man," he said.  
  
"It's going to take time. Believe me, I hate feeling like this."  
  
"That's what happens when you don't get closure," Ned nodded.  
  
Peter looked at him strangely.  
  
"Closure?" he asked.  
  
"Yeah, you know like resolving things. She left angry because you gave such lame ass excuses all those times you bailed on the decathlon team. You left her at the Homecoming dance literally minutes after you guys got there which really was worse than when you left me at Liz's party standing around like a dipshit. Not to mention -"  
  
"Okay Ned, I get it."  
  
"Liz deserved better excuses. While you may not have ever wanted her to know your secret...you could've talked to her more or made it up to her."  
  
Peter only nodded. Ned had a point. All the repetitive excuses Peter gave Liz were less than substantial. No wonder she moved away hating him. But had he not left her that fateful night at the Homecoming Dance, her dad would've pulled off one of the greatest heists in history and Happy would've lost his job. Plus, there was no telling what Adrian had planned to do with all that alien tech and Avengers equipment. Peter knew he still made the right choice even though it broke Liz's heart. And in breaking her heart, he broke his own. It had only been a month and it would probably still be a long while of him wallowing in regret and self pity.  
  
"Closure," Ned whispered loudly in his ear.  
  
Peter jumped a little and looked at him strangely. They stood in silence until Ned's stop. He told Peter he would come by in three hours so they could help each other with their costumes. After a comment about how that's what girls do from an eavesdropping stranger sitting near them, Ned quickly left and Peter felt embarrassed. Had they really been talking that loudly? There was an empty seat behind him and after confirming nobody else was taking it, Peter sat down for the rest of the ride home. Talking to Ned about Liz had definitely reopened emotional wounds he had tried so hard to keep closed. He still couldn't quite shake the feeling he had when she walked out of the school with tears in her eyes. She really was the girl of his dreams. He remembers the first time he saw her. He was an incoming freshman sitting in on a decathlon team meeting in awe. She was smart. Beautiful. Her smile was warm and bright.  
  
Whatever it was that happened between them ended up being a very short lived romance. But he still remembers the butterflies he would get seeing her. He still wondered how she would feel if she knew the truth. That he was Spider-Man. The reason her father was in prison which became the reason she and her mom moved to Oregon. Peter was only a sophomore, but already couldn't wait to graduate and leave this place. Maybe Tony would still have an opening for him in the Avengers facility. He remembers the slick new spider suit Tony had shown him. The one he had turned down. Sure. He had regrets about saying no, but it still felt good to finally be appreciated and wanted. Soon, it was his stop. His stomach growled in hunger as he made his way across the street to his apartment building. He was hoping Aunt May wasn't in a cooking mood so they'd have an excuse to go out. Thai food sounded good.

~*~*~*~*~*~

"What's with the hat?" Peter asked, as Ned messed with said hat while looking in a mirror.  
  
"Dude. Don't you know who Freddy Krueger is?"  
  
Ned was all ready to go to Flash's party. He had on a red and green striped sweater with black pants and shoes. To complete the look, he had a brown fedora and gloves with plastic blades sticking out of the knuckles. Peter raised an eyebrow.  
  
"You look..."   
  
"Well, at least I'm wearing a costume," said Ned, looking at Peter. "What are you supposed to be? Boy who's Spider-Man trying to pretend like he's not Spider-Man?"  
  
"Yeah something like that," Peter laid back on his bed.  
  
"Come on man! You've gotta dress up!" Ned said, borderline whiny. "At least wear your suit!"  
  
"What?? No! You know how Aunt May feels about that."  
  
"Does she still have it?"  
  
"In a case in her closet."  
  
"Still crazy she found out."  
  
"She would have eventually," said Peter.  
  
Ned only nodded and Peter stared up at his ceiling fan. It had almost been a month since May inadvertently found out Peter was the web slinging crime fighter known as Spider-Man. After yelling at Peter for what seemed like hours, she had quite a few choice words to share with Tony. Since then, Peter had been confined to his room when he wasn't in school. May intercepted all phone calls and texts. She was sure to let Happy and Tony know how she felt about them everytime they reached out to Peter. Tony had given May a password protected silver case to hold the spider suit so she could let Peter use it at her discretion.   
  
After her initial angry streak that lasted a couple of weeks, May began to lighten up. Peter was allowed to patrol but had to stay low key which actually wasn't that hard. Life wasn't nearly as exciting as it had been when The Vulture was on the loose. But he'd also been having recurring nightmares of that night the building fell on him. Sometimes they were short, other times they would keep him up. And on those nights, he would patrol. It wasn't hard for Peter to sneak the suit out of May's room. She was a heavy sleeper and used the same combination for everything. Her late fiancee, Ben's, birthday. Peter had considered wearing the spider suit to the Halloween party to shut Flash up once and for all. But he still didn't want anyone else to know. There was a knock on his bedroom door, snapping him out of his daze. May walked in with a bag from a local Halloween costume shop.  
  
"Aunt May..."  
  
"No," she said, holding up a finger. "This is your second high school party. And since it's a Halloween party..."  
  
She pulled out a karate costume and Ned stifled laughter as Peter's eyes widened.  
  
"I know you don't have anything," May continued. "You know besides... Well anyway, here you go."  
  
"I'm not wearing that," Peter shook his head.  
  
"It's better than what you have on."  
  
Peter looked down at his decathlon shirt and jeans.  
  
"What?" he said. "I'm dressed as an academic decathlon team member."  
  
"Change. Now," said May firmly, pointing a finger at him.  
  
Peter sighed and nodded, as she tossed the costume at him.  
  
"It will take about forty five minutes to get there, so we need to leave soon," May said.  
  
Then she left the room, shutting the door behind her. Peter rolled his eyes and Ned looked at him with a smirk.  
  
"Better change Karate Kid," he said, trying not to laugh.  
  
The costume ended up being too tight across the chest and in the arms. To his horror, May told him to just go shirtless. Because, you know, they sometimes do that in karate movies. So here he sat crossing his arms tightly across his bare chest in the seat next to Ned who was fully clothed. The one good thing about the pants was that they had roomy pockets. So he had a place to put his phone, wallet and web shooters. May didn't know he had the web shooters of course. If she did, Peter knew she'd lose her shit again.  
  
"I'm never going to hear the end of it," Peter grumbled, staring out the window.  
  
"Oh hush," May scoffed. "You look fine. Being Spider-Man has done wonders for your physique."  
  
"Maaayy!"  
  
Ned started laughing.  
  
"What? I mean you're not a scrawny little kid anymore."  
  
Peter frowned as they turned down a street with big houses.  
  
"Whoa..." Ned said, looking out the window.  
  
"Is this it?" May asked, as she pulled the car up in front of a large red brick home.  
  
Even from inside the car, they could feel the beat of the music. Through the windows they could see neon colored strobe lights. All of that should have been a dead give away. Yet Ned still got out the damn flyer.  
  
"Yep. This is the place," he confirmed, as Peter sank down deeper in his seat.  
  
"And remember. After the party. Straight over to Ned's. No patrolling," May said, pointing a finger at them both. They nodded and she smiled. "Okay. Go have fun and text me later so I know you're safe."  
  
"Will do!" Ned said, pushing Peter out of the car.  
  
May drove off and Peter felt like running after her. Or in the very least, getting out his web shooters and swinging away.  
  
"It's like a Halloween store threw up on it," Ned said, breaking into his thoughts about escaping.  
  
The front porch wrapped around both sides of the large red brick structure lined with fake cobwebs and spiders. Bales of hay were scattered throughout the yard along with jack o lanterns and pumpkins painted like Halloween creatures. Full sized witches with foggy cauldrons and demons that lit up lined the porch on either side of the doorway.  
  
"Oh look. It's Flash's family," Ned mused, as they approached the front door.  
  
Peter smiled. A little. He still felt uncomfortable. Especially after May's comment about his "physique". They stepped inside where the music was so loud, Peter initially had to cover his ears. He wondered how the neighbors hadn’t called the cops for the obvious noise disturbance. Flash was unsurprisingly up on a platform at one end of the oversized entryway with all his fancy equipment.  
  
“Literally my entire apartment could fit in here with room to spare,” Ned exclaimed.  
  
Peter looked up at a large crystal chandelier hanging from the ceiling that vibrated with every pulsating beat.  
  
“Hey, hey, hey! It’s your boy DJ Flash! Let’s all give a warm welcome to Penis Parker and his side kick Freddy Loser! And could someone find Parker a shirt? Nobody wants to see that."  
  
Everyone turned and looked right at them. Peter felt his cheeks burning in embarrassment and his fists instinctively clenched up. The way Flash was frowning at him, Peter wondered if there was a hint of jealousy. He was fighting the urge to web Flash upside down from the ceiling. Luckily, Flash got distracted by a girl who was obviously drunk. She was holding a red solo cup in one hand and touching Flash with her free hand. He seemed more concerned with the possibility of her drink spilling all over his state of the art equipment rather than her advances. Peter smiled a little in amusement then followed after Ned, who was pushing his way through the crowd. They found themselves in a large kitchen where the food and drinks were. Peter took note of how many couples were sitting or standing around making out.  
  
“So uh…is this what Liz’s party was like?” he asked, as a shirt flew by his face.  
  
“Yeah,” Ned said, as he surveyed all the food. “You know, as much as I hate Flash, he does know how throw a great party.”  
  
“I thought you didn’t like parties,” Peter said. “You know…since…”  
  
Ned shrugged.  
  
“I got over it,” he said. “Besides. I think it’s time we tried to be a little more social and less awkward.”  
  
“You losers at another lame party? Figures."  
  
They were both startled to find Michelle standing on the other side of Peter. When the hell had she gotten there? She was eating toast just like she had been when they saw her at Liz's party. But this time, she was dressed in a costume: black cropped shirt, poofy black tutu and a black eye mask that curved up at the ends like a cat’s eye. In her free hand, she was holding a white wig and cat ear headband.  
  
"And just like Liz's party...you're here too," said Ned.  
  
Michelle said nothing then looked at Peter's bare upper torso.  
  
"Where's your shirt Parker?" she asked.  
  
He wanted to melt into the floor. She stared at him waiting for an answer. Peter's mouth opened but the words weren't coming. He could feel his cheeks turning red.  
  
“Surprised you're wearing a costume," Ned spoke up.  
  
“It’s a Halloween party."  
  
“Well yeah but I just thought you wouldn’t be into stuff like this.”  
  
Michelle scoffed a little at his insinuation and finished off her toast. Then she put on her white wig and headband.  
  
“There may be a lot of things about me that surprise you,” she said, before walking off.  
  
“She is one weird girl,” said Ned. "What is she even supposed to be?"  
  
Peter watched as Michelle disappeared into the crowd.  
  
"Black cat," he said. "You know...her headband. The ears."  
  
Ned thought for a moment and nodded, as he ate some chips and dip.  
  
“So…” Peter said. “What do we do now?”  
  
“Eat. Drink. Mingle.”  
  
Ned wandered over to where the drinks were while Peter stood alone looking around. It was no secret Flash’s family had money. And boy, did they like to show it. From the designer clothes to the fancy cars and the large house to this extravagant party. Peter wandered from the kitchen to do some exploring which left Ned talking to himself by the drinks. Peter found a large living room where even more couples were making out. He was beginning to wonder if this was what all high school parties were like. Obnoxiously loud music, people hooking up, food and drinks.  
  
Hoping for some fresh air and less kissy face, Peter stepped outside where there was a swimming pool and hot tub. People were jumping in fully dressed and so- from what he could tell - were not dressed at all. He walked with his hands in his pockets staring up at the night sky until he reached the end of the yard where it was much darker. There was a small greenhouse that had been transformed into a sitting area. A fire pit in the center was the only source of warmth and light. There was a large circular chair hanging from the ceiling as well as a couch and two chairs. Nobody else was out there which was exactly what Peter was hoping for. He would stay here until Ned was ready to go. It was far enough away from all the noise and lights that he could see the stars through the glass roof. He laid down on the circle chair with an arm behind his head and one leg hanging off.  
  
As he laid there, Peter decided to use his enhanced hearing. He zeroed in on all the conversations until he heard Ned. He was fully engaged in conversation with someone over Star Wars. Despite it being months since he was bitten by a radioactive spider, Peter was still learning to control his enhanced abilities. And while eavesdropping on people's conversations was an invasion of privacy, Peter still did it when he was bored. So here he was. At a party he didn't even want to go to. Listening to people's conversations for entertainment. Who knows? Maybe Betty or Seymour would bring up Liz. Peter shut his eyes as he listened. Most conversations were about school, who likes who, who hates who and Spider-Man. It had been a few nights since he'd had a good night's sleep no thanks to those recurring nightmares. So he was hoping to get a nap in now.  
  
"Hey loser, that's my spot."  
  
Peter opened his eyes and frowned when he saw Michelle standing there.  
  
"What?" he said.  
  
"That's my spot when I come here."  
  
"Well I got here first," Peter said, sitting up. "You come here a lot?"  
  
"So what if I do?" Michelle said, stone faced.  
  
They looked at each other for a few moments before Peter finally slid off the chair. Michelle flopped onto it then threw her wig, headband and eye mask on the ground. Peter laid down on the couch, which was more comfortable than that stupid chair anyway.  
  
"There's a blanket on the back of the couch," said Michelle.  
  
"Thanks, but do you want it?" Peter offered.  
  
"I'm not shirtless," she smirked a little.  
  
He had forgotten about that until she mentioned it. Suddenly he felt exposed and uncomfortable all over again. With a frown, he pulled the blanket up to his chin and had his arms crossed across his chest underneath it.  
  
"Why even come if you're just gonna be out here?" Michelle asked.  
  
"Well why are you out here?" Peter countered.  
  
"It's too loud. Too many people."  
  
"Is this what Liz's party was like?"  
  
There was a moment of silence and Peter looked over at Michelle, as she stared up at the sky. She shrugged.  
  
"I don't know," she said, quietly. "I left early."  
  
"Me, too," Peter nodded.  
  
And that was the end of it. Neither of them spoke another word. They just stared up at the stars. At some point, Peter looked over and saw that her eyes were closed. She was snoring lightly with a small smile on her face. He couldn't help but smile as well. His eyes grew heavy as he watched her. Wondering what she was dreaming about. That's how he fell asleep. Listening to her breathing. And for the first time in a while, he had a good night's sleep.

~*~*~*~*~*~

**Notes for the Chapter:**

> If you made it through thank you! <3 Comments/Kudos are greatly appreciated so I know people actually like it =P I may be a little slow to update, but will try not to go longer than a week between updates. At this point, I'm not positive how long this story will end up. I do have ideas of where I want it to go and won't complete it until I get everything out :) and yes. This is def a pro Peter/MJ fanfiction, but...things take time okay so bear with me on that. Until next time... Thanks again for reading!


	2. Chapter 2

**Notes for the Chapter:**

> Notes/Warnings/Whatever:
> 
> \- This is Alternate Universe  
> \- I am not familiar with the comics. I only know what I know from the movies.  
> \- I write characters loosely based on what I read about them by looking them up.  
> \- Again, this is AU so I will take liberties with backstories/personalities/relationships/etc.  
> \- I am a fan of the UK series Skins, so there will be elements from that show thrown in. Peter/Michelle are like a Freddy/Effy to me in a way...  
> \- Please be gentle, as this is my first time sharing fanfiction with anyone other than family :)

~*~*~*~*~*~

"Rise and shine Sleeping Beauty!" Flash yelled.

Peter's eyes shot open as Flash poured cold water over his head. He jumped up, water dripping from his hair.

"Flash what the hell??" he exclaimed.

Flash was holding a now empty bucket while laughing and pointing. Peter glared at him with his fists clenched.

"I wanted to draw on your face," said Flash, holding up a permanent marker. "But 'Chelle told me not to."

"Who?"

" ** _MI_** -chelle," said Flash, rolling his eyes.

Peter looked over at the empty hanging chair then back at Flash.

"Where is she?" he asked.

"She left about an hour ago," said Flash with a shrug. "Anyway, my parents will be home by noon. It's already...ten forty seven. So stop dicking around and get to cleaning."

Flash threw a trash bag at Peter and started walking off.

"Uh...what?"

"Our regular cleaners have the weekend off and this place isn't gonna clean itself!" Flash called over his shoulder.

Peter threw the trash bag on the ground as Flash walked back towards the house. Like hell he was gonna help clean. Then he looked down and noticed Michelle's wig, headband and eye mask. Quickly, he put them into the trash bag and looked for an escape. He found a back gate and slipped out. Pulling out his phone, he was relieved to find it wasn't wet. There were, however, ten missed calls and eighteen texts from Ned.

"Really??" Peter said, skimming through them all.

He leaned up against the wall and called Ned. After a few rings, Ned answered the phone in a very sleepy voice.

_"Hello?"_

"Ned! Did you talk to Aunt May?"

_"Yeah. She thinks you stayed here last night. Hey - Where were you anyway?"_

"I fell asleep outside."

_"Outside? Like on the grass outside?"_

"No. There was a couch. I'm heading home now, but uh...I need a favor."

_"Okay...?"_

"I need...  _Michellesaddress_ ," Peter said the last part quickly and quietly.

_"What?"_

"I said... I need...  _Michellesaddress_!"

_"You need a yellow dress?"_

"No! **_Michellesaddress_**!"

_"Dude. What?"_

"I need. Michelle's. Address," Peter said.

There was a pause then Ned started laughing.

_"Are you drunk?"_

"What? No! I didn't even drink last night."

_"I wish I wouldn't have..."_

"Wait. Are you hungover?" Peter frowned a little, trying to picture Ned drunk.

_"Maaaybee... And anyways, why do you need her address?"_

"I...its... I just do okay."

_"I mean just find the creepiest place possible. Like a crypt. Or an abandoned subway."_

"Ned!!"

_"Alright, alright. Just give me a few minutes to wake up."_

They hung up and Peter headed to the subway. On the ride home, he thought about the party. While it hadn't been exciting, he couldn't say he completely hated it. He made a mental note to thank Michelle for telling Flash not to draw on him. But then he wondered what sort of blackmail Michelle had over Flash that would cause him to actually listen to her. He could have easily drawn on Peter's face after she left, but he didn't. Peter then shook his head in confusion, wondering why he even cared.

A picture from last night of Michelle sleeping peacefully made its way up from the depths of his mind where he was trying to bury it. Watching her sleep was creepy at best, but it had helped lull him into a very deep slumber himself. Her light snoring, her lips curved in just a hint of a smile. The firelight giving her face a mystic glow. In that instance, Peter felt a peace he hadn't felt in a long while. But he needed to know why. This was the most he'd ever even thought about Michelle. Out of all the years they'd known each other, why was he just now seeing her as though he were looking at her for the first time. He had more questions than answers much like his whole Liz debacle. But there was one thing he was now one hundred percent sure of and willing to admit. Michelle was pretty. Very pretty.

~*~*~*~*~*~

Peter spent the rest of his Saturday trying to make sense of his new found obsession with Michelle. Okay. So it wasn't an obsession. More like an interest. Nope. Wrong word again. He even dreamed about her that night and woke up Sunday feeling more confused than ever. It ended up being the second night in a row that he slept extremely well. Aunt May kept asking questions about why he was acting so weird. He chalked it up to restless sleep which was of course a lie. But he wasn't about to tell her that he'd randomly been overthinking about a borderline friend who called him a loser and loved flipping him off.

It was late Sunday afternoon, when he went to look for something in his backpack and realized he still had the trash bag with Michelle's stuff in it. Ned had sent him a text yesterday with her address and Peter put it into the navigation on his phone. Sitting down on his bed, Peter stared down at his phone screen. There was her address. All ready to go. He just needed to start moving in that direction. He laid back on his bed wondering when Michelle of all people started clouding his mind. It was almost like she was replacing his thoughts of Liz. Liz. His heart started aching again. Nope. Not those feelings again. He sat up and buried his face in his hands.

"Pull yourself together," he said to himself.

Then he went into his text message thread with Liz and began typing.

_Hey Liz!_

_How are you today?_

_I'm okay. Just hoping to hear from you soon._

_I really miss you._

_I have a lot to apologize for._

_We have a lot to talk about._

_Please write me back when you get the chance._

_Thanks._

_It's Peter btw._

_Parker_.

He was hoping that falling back into his heartache and obsession over Liz would erase whatever the hell it was that was making Michelle such a big issue in his mind. But...it didn't. Instead he found himself looking at the trash bag sitting by his backpack. Peter felt like he was going borderline crazy with all this overthinking. Finally, he made up his mind. Aunt May was working late. Ned was busy with family. So that left Peter with nothing to do with his Sunday evening. So he took a shower, got dressed and shoved his spider suit in his backpack for patrolling after he stopped by Michelle's house. He rode the subway to the stop that would get him closest to the address Ned had texted to him the day before. Once he arrived, he switched over to his phone's navigation to walk the rest of the way.

The neighborhood he soon found himself in was nice. Even nicer than Flash's. The houses were at minimum twice as big. Peter continued following the directions until it led him to a quiet cul-de-sac. Tall trees were everywhere. It felt like he wasn't even in the city anymore. He stopped outside one of the biggest homes he had seen made completely of white stone. There was a four car garage on one side of the driveway and a large landscaped yard on the other. The driveway came to a circle in front of the house with a fountain in the center. _You have arrived._ His navigation chirped at him. Frowning, he called Ned.

 _"Hello?"_ Ned said.

"Are you...are you sure you gave me the right address?" Peter asked, confused.

_"Uhm...yeah...I got it out of our decathlon team notebook. It has everyone's information in it. Remember when Mr. Harrington had us fill out all that paperwork at the beginning of the year?"_

"Oh yeah..."

_"Where is your notebook?"_

"I don't know that I ever got one. I was probably -"

_"Off saving the world."_

"Ned."

_"Sorry. So did you find her house?"_

"Yeah, I found it," said Peter, as one of the front double doors opened. He jumped behind a nearby tree, his heart suddenly racing. "Gotta go!"

_"But -"_

Peter hung up before Ned could speak again and looked around the tree to see Michelle watering some potted plants hanging by the doors. When she was done, she disappeared inside. Peter decided it was now or never. He took a deep breath before leaving his hiding spot. He toyed with the idea of leaving her stuff inside the mailbox. Better yet, he considered leaving and giving her stuff to her tomorrow at school. You know, like any other normal person would have done. Why make the special trip all the way to her house? He was so lost in thought he didn't see Michelle walking towards him with a frown on her face.

"Parker, what the hell are you doing at my house?" she asked, breaking into his thoughts.

He felt like a deer caught in the headlights, his eyes wide as he stared at her. In that moment, every fiber in his being was telling him to run. But he couldn't move and couldn't speak. He just kept staring. Michelle was not amused.

"You look constipated," she said.

"Oh I uh...how...how did you know I was..."

"Security camera," Michelle said. "Did you need something or are you just being a creep?"

"I...I came to bring you...this," said Peter, holding out the trash bag.

"You brought me trash."

"What?! No!" said Peter, frantically pulling her stuff out of the trash bag. "This. These. You left at Flash's house. You know at the, at the uhm party. Friday. On the ground."

Michelle looked at him for a moment and he wasn't sure whether she was about to hit him or not. Finally, she sighed.

"Did... Flash draw on you?" she asked.

"No. He said you told him not to. I'm just not sure why he listened..."

"Flash listens to me," Michelle shrugged, as though it were a fact that didn't need an explanation.

"Oh ok," Peter nodded.

More silence followed and he was getting nervous. Like butterflies in his stomach, heart racing, sweaty palms, how he felt around Liz nervous. But why? He shouldn't be nervous. This was only Michelle. He was doing her a favor. But really why had he come all the way here to bring her such trivial things? Why had he taken forever trying to figure out what to wear before he came over?

"So can I have my stuff?" Michelle broke into his thoughts.

"What? Oh. Yeah..." said Peter, when he realized he was still holding it.

Their hands brushed against each other as she took them from him and he could swear he felt a small jolt of electricity run up his spine. That caused him to smile which caused her to frown.

"What?" she said.

"Nothing..."

"Okay... I guess I'll see you tomorrow," said Michelle, walking back towards the house. "Later loser."

"Uh yeah!" Peter called after her. "Yeah I'll...see...see you tomorrow. School. Monday. H-have a nice night!"

Michelle was already inside by the time he finished talking. He decided to call it an early night and headed home. After grabbing a quick bite to eat, Peter arrived to find that May was still at work. So he got ready for bed and carefully put his suit back into its silver case at the top of May's closet. Then he went to lay down and checked his phone. Still no messages from Liz. How long was she going to ignore him?

As Peter stared up at his ceiling fan, Michelle's face popped into his mind. The confusion when she realized he knew where she lived. The curiosity. The annoyance. The hint of relief when she learned Flash hadn't drawn on him. Then he shut his eyes and was back in Flash's backyard on that couch watching Michelle sleeping. The sounds of the party in the distance. And for the third night in a row, he had a good night's sleep.

~*~*~*~*~*~

The next couple of weeks leading up to Thanksgiving Break were relatively uneventful. During school, Peter paid more attention in classes and tried to ignore Michelle ignoring him. The latter was proving to be hard and he refused to think about the reason why. Michelle kept her nose in a book when she wasn't answering questions, calling Ned and Peter "creepy losers", flipping them off or heading up decathlon practice. Peter regretted ever going by her house. He blamed himself for the shift in their ~~relationship~~ semi friendship.   
  
His after school activities included dinner, schoolwork and patrolling. He was still waiting for a big mission, but had yet to hear about anything. Another change in pace for him was Ned suddenly being infatuated with Betty Brant. She was part of the school news team and Liz's best friend. Apparently Betty and Ned really hit it off at Flash's party much to everyone's surprise. So while Peter remained mum on his interactions with Michelle, Ned talked about Betty almost every chance he got. It had gotten to a point where he started repeating himself.   
  
It was lunchtime on the Friday before Thanksgiving Break when one such ramble was happening. Peter wasn't hearing much of Ned was saying, but he had heard it all before. Betty also had yet to bring up Liz so Peter found other ways to preoccupy his mind. He had his head propped up against one hand and was staring down the table at Michelle. She was reading, as usual, without a care in the world. The sunlight was filtering in through a window at the top of the cafeteria. It hit her face just right and reminded him of that night at Flash's house...   
  
"Earth to Peter."  
  
Ned was waving a hand in front of his face.  
  
"Wh-what?" Peter said, snapping out of his daze.  
  
"We're late," said Ned. "The tardy bell rang while you were staring into space. Are you feeling okay?"  
  
"Uh...yeah. I'm fine."  
  
Peter looked around the now empty cafeteria and wondered at what point he had completely checked out. He didn't even remember seeing Michelle get up to leave. He and Ned quickly hurried off to class. The rest of the afternoon went by as the morning had. A little slow, but Peter managed to focus better despite the one class he shared with a certain dark haired observant girl reading a book. When his last class was over, he went to the usual meet up spot for the decathlon team meetings. Everyone was already there.  
  
"Thanks for waiting on me," Peter whispered to Ned, as he sat down beside him.  
  
"Sorry," Ned shrugged.  
  
Michelle was in her usual spot at a podium in front of them holding a stack of notecards. She cleared her throat and got right into the question asking. The sound of bells dinging filled the room. Mr. Harrington was in a corner reading a book. As usual, Abraham was using his bell liberally, which was driving Cindy crazy. Peter found himself daydreaming again. Since he was now hyper aware of Michelle's presence more so than before, he was noticing things. Like how she had dimples even if she was frowning. Or how she smelled of lavender and vanilla. Or how her eyes sparkled in the sunlight. While Peter had these epiphanies, Ned was studying him. He was connecting dots while Peter stared. He was so deep in concentration, he didn't realize everyone was staring at him. Michelle frowned and walked over. Peter sat up quickly. A little too quickly and hit his elbow in just the right spot. He winced in pain, forcing a smile to his face. It was a little too wide due to the pain that was now shooting up his arm.  
  
"Are you going to participate?" Michelle asked, dryly. "Or are you constipated again?

Everyone started laughing and Peter turned red. He nodded quickly then made sure to get in a few answers. When Flash got an answer wrong, Peter was right there with the correct one. At one point, Flash got so frustrated he left the room. Soon and before Peter was ready, decathlon practice was over. Mr. Harrington clapped his hands together.  
  
"Alright kids," he said, grabbing his things. "We will reconvene after the break! Have a Happy Thanksgiving!"  
  
He was the first to leave. Abraham and Cindy followed. Sally and Charles were gathering up their things. And Peter...well he found himself watching Michelle she put all her stuff away. It wasn't until Ned flicked him on the ear that he stopped.  
  
"Dude, let's go," Ned urged.  
  
Peter only nodded as he stood. Ned was already outside the door, when Sally and Charles finally left. Now it was just Michelle, Ned and Peter. Shifting his backpack onto his shoulders, Peter opened his mouth to say something when Flash came strolling back into the room carrying a large bouquet of flowers.   
  
"Hey 'Chelle," he smiled, walking past a confused Peter. "These are for you."  
  
Michelle looked up and she...smiled??! Ned and Peter exchanged wide eyed glances.  
  
"Seriously?" said Michelle.  
  
Peter and Ned continued to gawk. Flash smiled triumphantly and popped his collar.  
  
"Nothing but the best," he said.  
  
"Thank you. It means a lot."  
  
Then she set the bouquet down and...hugged Flash. Like threw her arms around his neck hug. Ned's mouth dropped open in shock and Peter's eyes became saucers. Flash wrapped his arms around Michelle's waist. Ned and Peter were all kinds of flustered and confused by what they were seeing. Michelle and Flash seemed to be having a secret conversation mid hug and didn't separate as quickly as Peter had hoped they would.  
  
"I think I'm going to be sick," said Ned, coming to stand beside him. "Can you hear what they're saying?"  
  
"They're meeting at a coffee shop tomorrow evening."   
  
Michelle and Flash finally broke apart. Flash was the first to leave. Michelle finally got all her things together and had the bouquet cradled in her arms. She looked at them strangely as she walked by.   
  
"What are you two losers staring at?"  
  
"I'm not really sure..." Ned said.   
  
Michelle rolled her eyes and walked off. Ned slowly turned to Peter. They were both still trying to process what they had just witnessed.   
  
"What the hell just happened?" Ned asked.  
  
"MJ and Flash...are going on a date."  
  
~*~*~*~*~*~


	3. Chapter 3

**Summary for the Chapter:**

> Okay so for my story, Peter & MJ have a song. Well several songs but this one is my favorite...it's the karaoke version of Yours by Ella Henderson. I listened to it on repeat while I wrote their scene together for this chapter. Feel free to listen to it while reading it like I did while writing it =P I have a lot of feels okay. And the couples I ship draw those feels out even more especially when paired with a good background song. 
> 
> https://www.youtube.com/watch?v=-rvYmrUkxGI

**Notes for the Chapter:**

> Notes/Warnings/Whatever:
> 
> \- This is Alternate Universe  
> \- I am not familiar with the comics. I only know what I know from the movies.  
> \- I write characters loosely based on what I read about them by looking them up.  
> \- Again, this is AU so I will take liberties with backstories/personalities/relationships/etc.  
> \- I am a fan of the UK series Skins, so there will be elements from that show thrown in. Peter/Michelle are like a Freddy/Effy to me in a way...  
> \- Please be gentle, as this is my first time sharing fanfiction with anyone other than family :)

~*~*~*~*~*~

Peter was flying. Or falling. Either way, he wasn't holding onto anything and was moving rapidly downwards. His arms were out by his sides, the wind blowing wildly through his hair. He was wearing the spider suit, but not the mask. In the distance, he heard someone screaming his name and couldn't figure out who it was. Then his body hit cold water and he went numb. He opened his mouth, which was immediately flooded and began choking. Further and further away he sank from the surface. Helpless. Alone. His lungs felt like they were on fire and that they would explode at any moment. Then everything went black...

He sat up in a cold sweat. His heart was pounding and his hands were shaking. He felt like he had really been drowning. Yet here he was. Dry, safe and sound in his room. Nightmares were a normal occurrence for him since Homecoming. They rotated between the Staten Island Ferry incident, the Washington Monument incident, fighting the Vulture and a building collapsing on top of him. But he was never drowning. Until last night. The smell of Thai food brought him further out of his daze as his stomach growled. He got out of bed, scratching the back of his neck as he walked out into the kitchen. May was dressed and ready for the day, humming to herself. 

"Morning sleepyhead," May smiled, breaking into his thoughts. "I was beginning to worry about you. Are you hungry? I ordered in, because I've gotta go go to work soon."

Peter said nothing and nodded as he sat down at the table. His mind was still a flurry of confusion. May put take out containers, plates and silverware on the table. She paused when she noticed Peter staring blankly ahead.

"Are you feeling okay?" she frowned, reaching over to touch his forehead. "You feel kinda warm."

"Yeah I'm fine," said Peter, moving away from her hand.

May looked at him knowing full well he wasn't being truthful. He continued to avoid eye contact and began eating.

"Thank you," he said.

"Uh huh..." said May skeptically, as the phone rang.

She went to answer it just as there was a knock on the door. May had already left the room talking on the phone so Peter got up to answer the door. Ned was standing there with a grin holding up an unopened Lego Millennium Falcon box.

"Who's ready to kick off Thanksgiving break?" said Ned, walking inside.

"Hey Ned," said Peter.

"Ned," May smiled, as she returned to the kitchen. "Good to see you."

"You, too!"

"Peter, I'm going to have to close the shop which means I won't be home until late tonight. Will you be okay?"

Peter nodded as he sat down and ate some more. His appetite was finally overshadowing his thoughts. Ned made a face.

"Slow down, man," he said.

"Ned, if he goes out...be sure he stays safe okay?" said May, grabbing her keys and purse.

"You got it," Ned saluted her.

"See you boys later. Peter, I love you."

"Love you, too," said Peter as she left.

Ned frowned at him.

"What's up with you?" he asked.

"What do you mean?"

"You look... I don't know. Tired I guess. You've looked like that for the past few days actually."

"I didn't sleep well last night."

"Ah. Flash and MJ's date," Ned nodded.

"What? No! Nothing to do with that. I actually had another nightmare."

"I thought you hadn't had those for a while? You know since Flash's party when you fell asleep outside with MJ."

"Well...I didn't. But then they came back. Last night it was different. I was drowning."

Ned stared blankly at him for a moment.

"Okay and why is that significant?" he asked.

"It's just...usually I have nightmares about situations I've been in. Just with different results. I've never drowned before."

"Huh. Well dreams don't always have to mean anything."

Peter nodded but was still troubled by how real it felt. After a few moments of silence, Ned went to find a video game. That's how they spent their lazy Saturday afternoon. Playing video games and building the Millennium Falcon. Peter kept watching the clock. Today was Flash and Michelle's "big date". The rest of Friday after school, Peter tried convincing himself that he needed something like spying on MJ and Flash to keep his mind off Liz. Ned was drawing his own conclusions as to why Peter seemed so obsessed with them. What Ned wasn't completely aware of was how much and how quickly Peter's feelings had been changing lately. And what Peter didn't realize was that Ned was beginning to catch on.

"Dude..." said Ned, as Peter changed into his spider suit.

It was getting close to the "big date" and Peter felt better about going as the friendly neighborhood Spider-Man in case they caught him spying. That way he could chalk it up to _"Oh I was just in the area patrolling. Ma'am is this guy bothering you?"_

"Remind me again why you're doing this?" Ned asked.

"I need something to do to keep my mind off Liz."

"You haven't even mentioned Liz in a while. Except to ask if Betty has brought her up. Has Liz texted you back yet?"

Peter shook his head and checked his phone again just to be sure he hadn't missed anything. Ned sighed.

"I see no point in following them," he shrugged. "Flash gave her a big ass bouquet of flowers and now they're going out for coffee."

"Yeah but why?"

"Well Peter when two people like each other -"

"Ned. Why would MJ be interested in a guy like Flash?"

"Why do you even care?"

Peter felt his throat go dry.

"Well it's uh because... I uhm - I don't care. I don't. I just..."

"It's whatever man," said Ned, standing up. "Guess I'm gonna go. But let me know what you find out. I'm kinda curious about what MJ's like on dates. Especially with Flash."

Peter nodded before crawling out the window. After filling Karen in on where he was headed, he began swinging his way from building to building following her directions. When he arrived, Peter found a great vantage point on top of the building across the street. Michelle was standing outside looking around no doubt waiting for Flash. She was dressed casually in jeans and a hoodie. Her hair was in a messy bun. Okay. So no special date night clothing. That's good. But then again maybe this is how they did date nights...

"What's going on?" Karen suddenly asked.

"Michelle's waiting for Flash to show up."

"The bad guy you go to school with."

"Yeah," Peter nodded, as a Porsche pulled up to the curb.

Flash got out and hugged Michelle. Peter immediately felt a pang of something he didn't want to name. He sat on the edge of the building with one leg hanging off the side. Flash and Michelle disappeared inside for a few minutes then reappeared at a table by the window with coffee mugs. Peter focused in on their conversation which was boring. School. Decathlon team practice. Nothing that seemed date like. The sound of a struggle in a nearby alley distracted Peter. He thwarted an attempted robbery and webbed the perp upside down on a wall. Then he returned to his post just as Flash and Michelle were driving off.

"Shall I activate instant kill mode?" Karen said, as Peter chased after them.

"What?? No! Why would I want that?"

"You told me Flash is a bad guy."

"Well yeah but that doesn't mean I want to kill him."

Peter swung behind them at a safe distance. When they finally stopped, he perched near the top of a tree across the street and frowned.

"Karen, where are we?"

"Green-Wood Cemetery."

"A cemetery? What kind of lame date is that?"

He watched as Flash followed Michelle through the tombstones. She stopped in front of a large stone angel that was cradling a smaller angel in it's arms. At it's feet was a stone vase and in it Peter saw the large bouquet of flowers Flash had given Michelle yesterday. Peter's heart twisted when he saw her head fall. Flash put an arm around her shoulders and she kept reaching up like she was wiping away tears.

"'What's going on?" Karen asked.

"She's...crying."

"She lost someone close to her."

Peter only nodded as he continued watching them. After a few long moments, Flash said something to Michelle and she nodded. Then he walked to his car and left. Michelle knelt down to straighten up the flower bouquet. After she was satisfied, she sat down on the ground with her legs crossed and just stared. 

"Go talk to her," Karen encouraged.

Peter swung across the street to get closer. He wasn't sure what he would say to her, but he knew a thing or two about losing people. He misjudged the distance to the next tree branch sending his web straight up into the sky. He didn't react quick enough and had already jumped so there was only one way he could go at this point. Down, down, down he went. Luckily, he landed crouched on his hands and feet. But the impact with the ground made a loud sound. He jerked his head up as Michelle looked at him. Peter was glad she couldn't see his face. Not just because she'd know his secret, but also because he was all kinds of red. She was a few feet away with tears on her cheeks. Peter slowly stood as she quickly wiped them away with the back of her hand.

"Spider-Man?" Michelle asked. "What are you doing here?"

"Me? Oh I was just..." Peter stopped himself when he realized she would recognize his voice. So he cleared his throat and lowered it. "I was uhm passing by and I saw you. Are you okay? Ma'am?"

"I'm in a cemetery," Michelle said. "Does that strike you as okay behavior?"

"You should kiss her," Karen said.

"No!" Peter whispered loudly.

"What?" Michelle frowned.

"I mean. I think people who come to these... Well, who visit cemeteries... Have their reasons," he said. "So what's your reason?" 

Michelle looked over at the stone angels.

"Visiting my mom and baby brother," she said.

Peter's heart twisted. _Baby brother._ He now understood why there was a smaller angel.

"If you're not going to kiss her, at least hold her hand," Karen suggested.

Peter ignored Karen's suggestion and walked close enough to read the names on the tombstone. _Liliana Jones. Patrick Jones._

"I'm sorry," Peter said, not completely sure of what else to say.

"That's what everyone says."

There was a nagging feeling that was creeping up on him. He wanted to talk to her more. He wanted to tell her that he understood what it was to lose people who were close. People you loved. He opened his mouth, but the words never came. Peter decided it was time to leave and let her be. He would interrogate her about Flash at another time. As he started to walk away, Michelle spoke up.

"Where are you going?" she asked.

"I'm... I just thought you'd want to be alone."

"It's nice to have someone to talk to," said Michelle, with a hint of a smile. "If you want to stay, I won't stop you."

Peter was a little shocked. What was it about Spider-Man that made her seem so much more at ease than when she was around him without his disguise. Or anyone for that matter? Besides her interactions with Flash, Peter couldn't remember Michelle ever wanting to spend time with someone unless it was school related. But he also wasn't ready to to leave.

"Okay," was all he managed to say.

He sat down beside her, close but not so close it would freak her out. 

"So..." he started. "Who was that guy with you?"

"Some kid I go to school with."

"Your boyfriend?" Peter asked, looking over at her.

Michelle frowned, shaking her head.

"No," she said. "Not even close. Just a friend."

Peter felt relieved and couldn't help but smile. He could now officially report back to Ned that MJ and Flash were just out as friends. But it still didn't make sense why or how they were friends enough to go on coffee dates. And what was Flash's deal with the oversized bouquet for Michelle's mom. While Peter had gotten the answer he was secretly hoping for, he still had so many other questions. But for now, he had to stop prying. So he cleared his throat to change the subject.

"What was she like?" he asked.

"Amazing," said Michelle. "She was nice. Never had a problem with anyone. Everyone loved her."

"Well, she sounds great."

"She was. Really great."

"And...your baby brother?"

He could tell by the silence that followed she was trying hard not to cry. He looked over at her, strands of hair were blowing around her face. For the first time, he saw her being vulnerable. There were tears in her eyes that she was fighting so hard to keep in. She was fighting so hard to come across as strong. That was the type of person she'd always been to him. The kind of person to successfully convince everyone that she was fine when she was really just broken. Finally, Michelle let out a shaky breath.

"I... My dad and I never got to meet him. My mom was five months pregnant at the time of the accident. They already had a name picked out, the nursery all decorated..."

Michelle stopped talking as her voice broke. She drew her knees up to her chest and buried her face in her hands against them. Peter wasn't sure what to do now. He felt guilty. He had forced her to face all the heartbreak she was keeping locked inside by asking all these damn questions. And hurting her was the last thing he wanted. Before he could stop himself, Peter put his arm around her shoulders as she silently cried. She flinched, but didn't move away. Soon, she had shifted so that she was crying against his shoulder. Peter gently rest his head against hers. He had been doing a lot of things out of character lately and they all seemed to be centered around Michelle.

As they sat there, Peter started remembering. They were much younger and in the same homeroom at school. Michelle was a loud, rambunctious little girl back then. Always smiling. Always encouraging. Everyone's friend. Then something happened and she changed. She became closed off. Quiet. She pushed everyone away and fell into books. Now Peter finally understood why. Michelle used books to escape reality and keep her mind busy. As long as she had books, she'd convinced herself she didn't need people in her life. Peter had never thought much of it at the time, because he himself was dealing with a lot. And now, Peter felt closer to her then maybe even Ned.

Michelle soon stopped crying and sat up. Peter could feel her warmth move away from him. She looked over at him. Her eyes were red and a little swollen from crying. He wondered what she was thinking. He wondered if she was reading him like one of her books. Did she know it was him behind the mask? It always made him nervous when she would just stare at him without saying a word. He hadn't noticed it much before, but now...now he was realizing that she always seemed to be there. In detentions she wasn't assigned to, in the back of the classroom, at the end of the lunch table... Now here in the cemetery. Just staring.  _"I'm not obsessed with him or anything. I'm just very observant."_  

"Thank you by the way," said Michelle quietly, breaking into his thoughts.

"For what?" Peter looked startled.

"Saving my friends," Michelle said. "A couple months ago. Washington Monument."

"Oh. Yeah. That uhm - that was you. I remember now. You're welcome."

"We were lucky that you were there that day."

Peter nodded, unsure of how to even respond. He didn't want to think about what would've happened had he not been there. But he also didn't want Michelle to get suspicious. Then again, maybe she didn't make the connection between Peter's disappearance and Spider-Man showing up. Maybe when she looked at him she was trying to figure him out, but had no clue about his secret double life. He wasn't sure how much longer they sat there in silence looking at each other, but the sun was starting to set. In the distance, he heard police sirens. He knew he needed to go, but was finding it hard to leave. To his surprise, Michelle stood up first.

"Sounds like you're needed elsewhere," she said.

Peter nodded and forced himself to stand up as well.

"I'm sorry."

"Don't be," said Michelle. "I understand."

Peter nodded and reluctantly turned to leave. He was surprised when Michelle grabbed him by the hand. It sent a shockwave through his body. Electricity. Always that damn electricity. He could feel his heart racing and his cheeks burning, most likely turning red. Another instance in which he was glad for his mask. Michelle stepped closer.

"She wants you to kiss her," said Karen.

Before Peter knew what was happening, Michelle kissed him on the cheek. It wasn't a long dramatic kiss on the lips in the pouring rain without his mask on, but it was enough to make an impression on him. 

"Wh - what...what was that for?" Peter stammered, forgetting to mask his voice.

"For stopping. For listening. For caring."

"Oh well... You're welcome."

Michelle let go of his hand and smiled a little before walking away. Peter looked down at his hand which was still warm from her touch. His cheek was tingling. He watched as Michelle safely got into a taxi before leaving. As he swung his way towards the sound of sirens in the distance, he couldn't help but smile. Even after he'd arrived at the scene of a bank robbery in progress. He didn't hear anyone yelling at him, warning him that these weren't your average run of the mill bank robbers. Or that they had powerful weapons nobody seemed to understand. Peter was already inside the bank crawling on the ceiling when suddenly he was shot down by a painfully familiar blast of energy. He groaned a little as he slowly got up and saw The Shocker standing a few feet away from him.

"So we meet again," The Shocker grinned, before sending another blast at Peter.

Peter scrambled to get away, but was slammed up against the wall. He groaned as pain shot up his back and the wind was knocked out of him. This was not something he had ever wanted to feel again. Memories from the night of the Homecoming Dance came flooding back. But this time around, he had his web shooters securely fastened. The Shocker walked towards him, sending several other blasts his way. Peter managed to dodge a few of them by diving behind desks and climbing to the ceiling. But The Shocker seemed to be working with something much more powerful than before. Peter managed to shoot out a web grenade that exploded in The Shocker's face which gave Peter time to get to the vault where a couple of masked men were stuffing stacks of cash into bags.

"Hey fellas," he said, knocking both of their guns and bags out of their hands with ease.

A fist fight ensued while The Shocker ripped the webbing off his face angrily. Peter had webbed the two men together by the time The Shocker appeared in the vault doorway. Peter had his back to him, so he managed to slam Peter up against the wall. Peter's body was in immense pain and his head was pounding. He saw The Shocker tear the two men out of the webbing then they left with bags of cash. Peter reached up to try and stop them, but couldn't hardly move. This was not going to be fun explaining to May. She would surely ground him in his room. Again. And probably find a new place to hide the spider suit or give it back to Tony saying Peter was done with the life of crime fighting. Which was the last thing Peter wanted. He took a deep breath and with his back to the wall, slid to a standing position as the cops came in. He couldn't hear a word of what they were saying for the ringing in his ears. So he left in a painful daze, ignoring any questions that were thrown at him. Outside the bank, was a large crowd of civilians and news reporters. The bright lights from the cameras and police spotlights hurt his eyes.

He quickly swung off into the night. That was definitely not one of his shining moments as Spider-Man. Not even close. He wasn't sure what had come over him. But he knew it would be all over the news. If he wasn't so damn distracted... He let out a frustrated cry, as he quickened his speed flying between buildings ignoring the burning sensation in his muscles. When he got home, he was grateful that May was still at work. He had other things to worry about now. The Shocker was back after laying low for a while. It was obvious he and his men had been working with some alien tech still leftover from Toomes' reign of terror. There was no telling what else they were planning. Peter winced a little in pain as he stripped off the spider suit to study the bruises that were forming due to being thrown around like a rag doll. He also suffered a few cuts and scratches. As he laid down, his phone started beeping. Someone had texted him. His heart skipped several beats when he saw who it was from. Liz. It wasn't a long text, but it was long enough.

**LIZ:** _I'm ready to talk._

~*~*~*~*~*~


	4. Chapter 4

**Summary for the Chapter:**

> Yeah so this chapter ended up much longer than I thought it would but I couldn't stop writing. My own storyline is making me loopy lol

**Notes for the Chapter:**

> Notes/Warnings/Whatever:
> 
> \- This story is Alternate Universe  
> \- I am not familiar with the comics. I only know what I know from the movies.  
> \- I write characters loosely based on what I read about them by looking them up.  
> \- Again, this is AU so I will take liberties with backstories/personalities/relationships/etc.  
> \- I am a fan of the UK series Skins, so there will be elements from that show thrown in. Peter/Michelle are like a Freddy/Effy to me in a way...  
> \- Please be gentle, as this is my first time sharing fanfiction with anyone other than family :)

~*~*~*~*~*~

 **LIZ:** _I'm ready to talk._

Peter stared at his phone. He'd been waiting patiently and impatiently for two months to hear back from Liz. He couldn't blame her for most likely still feeling bitter towards him. He really had let her down a lot especially in that last month leading up to Homecoming. That had been her breaking point with him. But now that Peter had finally heard from her, he found himself more irritated than anything. He blamed her for the emotional roller coaster ride he'd been on since she left. Add to that his run in with the Shocker and all Peter felt was perpetual frustration, sorrow, pain and guilt.

Ned was being a great supportive best friend, but Peter still turned down his invitations to hang out. He briefly told Ned about Flash and Michelle's date. He told him everything except the part where Michelle kissed him on the cheek. True it wasn't that big of a deal, but Peter felt like then he'd have to admit he felt something for Michelle. Michelle Jones. The girl who always made fun of them and flipped them off. The girl who acted like she'd rather be anywhere else than within a hundred mile radius of either of them.

Sleep had also not come easily for Peter over the next several days leading up to Thanksgiving. All his nightmares had come in full force. When he wasn't fighting a losing battle, he was drowning or Liz was slipping from his grasp in the Washington Monument. Moments of comfort only came when he remembered being in the cemetery with Michelle. How she'd opened up so easily to him...well, to Spider-Man. The way it felt when she was crying against his shoulder. The electricity that seemed to sizzle between them when she grabbed his hand. The way it felt when she kissed him on the cheek. But those thoughts were quickly overshadowed by the overwhelming emotions from the events that followed.

Predictably, May found out via the local news channel about Peter's scuffle with The Shocker. She'd been okay with Peter helping the elderly cross the street, saving animals from high places and even thwarting muggers and robbers. But May drew the line when it came to "psychos with alien technology". She spent most of her time ignoring him and shaking her head anytime they were in the same room. It was Thanksgiving Day and May was getting dinner ready. She had made it very clear what the day was going to be like.   
  
_"We're going to have a nice, quiet Thanksgiving dinner. You and me. No distractions. No phone calls or texts. Or patrolling."_   
  
Peter had offered to help get things ready, but she refused which left him in his room alone to continue overthinking. Soon, the smell of turkey and all the fixings filled the entire apartment. He couldn't help but smile as he remembered the way Thanksgiving used to be. Years ago when his parents and Ben were still around. He could hear their voices but their faces were blurred. Back then, he was so young and innocent. He knew nothing about the pain of loss. Holidays had always been a big deal to his family. Ever since his parents and Ben died, Peter constantly felt pain in his chest when the holidays rolled around.

"Dinner's ready," said May through his door.

Peter snapped out of his daze, his eyes misted over in tears. He quickly wiped them away then walked out of his room. May had the table all decorated and was already seated at one end. Peter sat down across from her and just stared. May said nothing as she put food on her plate and began eating. The silence was deafening. Peter could hear his heart pounding in his ears. He suddenly had no appetite, but he didn't want to hurt May's feelings anymore than he already had. So he put food on his plate then proceeded to poke at it with his fork. May paused mid bite.  
  
"Are you actually going to eat?" she asked.

Peter shrugged as he pushed green beans around with his fork. May sighed.

"Peter, what's wrong?"

Peter looked up at her. "I'm sorry."

"For what?"

"For putting you through so much."

"Yeah well you should be," May nodded, as she resumed eating.

He could tell from the way her voice started cracking that she was on the verge of crying.

"I heard back from Liz," Peter said, trying to change the subject.

"Oh?"

"Yeah. Saturday night she texted me."

May only nodded, still refusing to look up.

"Aunt May?"

She took a deep breath and set her fork down, finally looking up at him. Her eyes were brimmed with tears.

"I've been doing some thinking," she said. "And I've decided that Tony Stark is a bad influence."

"Why do you say that?"

"He's the reason you got into all this in the first place isn't he?"

"I was fighting crime long before Tony Stark came along."

"Yes, but he took you to Berlin after lying to my face that you were just going on a weekend trip to 'Wyoming' for this so called internship. Then he gave you this new spider suit to use. Behind my back. Then there was the Staten Island Ferry thing and the run in with The Shocker and The Vulture during Homecoming. Peter, you could've died."

"Yes, but I didn't. Nobody died. I saved Happy's job. I prevented a major robbery from happening."

"You know, I've been more than patient. I've given you time to be the Spider-Man. Now it's time for you to take a step back and quit so you can focus on being a teenager."

"I'm not quitting."

"You are reckless and I'll be damned if this is how you die."

Peter frowned at her.

"Why don't you -"

"Trust you? Hmmm well let me see...," said May, sitting back in her chair with her arms crossed. "I don't trust you because for several months, you were sneaking out dressed in a costume calling yourself Spider-Man swinging from building to building saving the city. And the world too apparently. You constantly lied to me and your friends. You quit your favorite school activities and let your academic decathlon team down. You gave Ned some sort of alien gizmo that nearly cost some of your friends their lives at the Washington Monument. You left Liz at the Homecoming Dance and the list goes on. I don't even know who you are anymore."

"I'm still me, May. Just a little different."

"I'd much rather you have a drug addiction or an alcohol problem."

"What??"

"You're a sophomore in high school, Peter," May said. "Fifteen...sixteen year olds shouldn't be worrying about fighting world wars. Or any wars for that matter. That's not normal. What's normal is fist fights. Schoolyard scuffles. Football games. Dances. Sneaking out to go to parties."

"Aunt May..."

"No," she shook her head. "You're going to listen to me, Peter Parker. For once in your life. Go out. Make some more friends. Meet a nice girl. Go on dates. Make mistakes. Learn from them. Fall down. Get hurt. In the ways that any other normal teenager would do."

"But that's the thing," said Peter. "I'm not normal."

"Yes. You are."

"I'm not. Normal isn't being bitten by a radioactive spider and suddenly being able to do things other kids my age can't. I can make a difference. I can help people."

"Don't live the best years of your life worrying about if this mission will be your last. You shouldn't be worried about that. Not now. Not even close. Peter, please," she begged, tears in her eyes. "I've already lost so much. I can't lose you, too."

"You won't."

"You can't promise me that. Tony can't promise me that. Nobody can promise me you won't run into something that's beyond your control again. I could turn around tomorrow and see that you're not here anymore."

"I'm -"

"And what happens if the wrong person finds out who you really are? What if they find out who it is behind the mask? I've seen it in the movies and tv shows. You're putting my life, Ned's life and anyone else's life who knows you're Spider-Man at risk. They could use it as leverage against you. Do you really want to have that kind of guilt on your shoulders?"

"Well no, but -"

"Then stop it. All of it. It's not fair for you to put our lives in danger without our permission. You're being very selfish and I am done."

May stared at him challengingly and he stared right back. She clenched her teeth.

"I'm returning the suit to Tony and asking him to never contact you again," she said.

"What? No! You can't do that. That's not fair!"

"But it's fair for you to break my heart and anyone else's that gives a damn about you? Had I known then what I know now... I blame myself. I should've stopped you. I could've stopped you. But Tony he just...is so good with words. I was much too gullible. But not anymore. Mark my words, Peter. After today, Spider-Man will no longer exist."

May then resumed eating, while she wiped away tears. Peter was beyond frustrated. What was her problem? Why couldn't she just let him have this? Sure, he'd almost died...more times now than he could count but why couldn't she understand this was what he was made for? This was what he felt called to do with his life? It gave him purpose and made him feel like he actually mattered to the world. Without a word, he stood and headed for the door.

"Where the hell do you think you're going?" May called after him.

"To think," he said, slamming the door shut behind him.

He didn't know where he was going, just that he needed to get away. The cold air outside hit him in the face but he didn't care. He stuffed his hands into his pockets as he walked. His heart was pounding in his ears and he was clenching his teeth so hard, his jaw was starting to hurt. He wasn't sure how long he'd been walking or why he ended up at a cemetery. He paused before walking through the gates. It had been years since he'd allowed himself to come here. Being with Michelle visiting her mom and baby brother's grave was the first time in a long time he'd set foot inside a cemetery. Yet here he was.

Slowly, he walked in and could feel the tears forming in his eyes already. A lump was quickly developing in the back of his throat. He stopped walking when he found them. Two tombstones side by side underneath a large oak tree. He knelt down between them, putting a hand on each one and just let it all out. The pain and anger he'd been holding in. When had life gotten so complicated? Why were things never easy? The tears were flowing but he didn't even care. Being at his parents' graves just sent a new wave of emotions over him. Years of heartache he'd buried deep down inside finally resurfacing.

Peter wasn't sure how long he'd stayed there, but it was dark when he finally made his way home. May was asleep on the couch with the local news on in the background. She looked so peaceful. Almost as if they hadn't been fighting earlier. Peter smiled a little then went into his room to attempt to get some sleep. He laid down with one hand behind his head as he stared up at the ceiling. His mind was going back over the events of the past week. He needed to get good sleep, but wasn't quite sure how to do that. Especially not after fighting with May. He shut his eyes and his thoughts went back to the night of Flash's Halloween party.

_"You losers at another lame party? Figures."_

_"Where's your shirt Parker?"_

_"Hey loser, that's my spot... That's my spot when I come here."_

_"There's a blanket on the back of the couch."_

Michelle's words somehow brought Peter the peace he needed to erase the pain he felt in his chest. Then he remembered his arm around her shoulders, Michelle grabbing his hand then kissing him. Short. Sweet. Something more was there and perhaps he was finally coming around to the idea that he did in fact feel something for her. But he wanted and needed time to sort through his feelings for Liz. Right? Besides, he had no clue how Michelle would react if she knew he had even a hint of a crush on her. The more Peter thought about it, the deeper he slipped into sleep.

~*~*~*~*~*~

The rest of Thanksgiving break had been hard on Peter. Especially since he and Aunt May spent Thanksgiving Day angry with each other. She didn't hardly say a word to him and in return, he didn't either. He was actually grateful when school started back up only because then he wouldn't have to mope around the apartment feeling sorry for himself. But when he got to school, news of Adrian Toomes' trial date was circulating like wild fire. That sent Peter's mind into a flurry of painful memories. He'd gone back to skipping out on decathlon team practices much to Michelle's annoyance. She'd amped up her sketches of him looking pathetic. In one particular drawing, he appeared to be holding his own heart that looked to have been ripped out of his chest. Even Ned had commented on Peter's sudden change in attitude. Peter shrugged it off saying he didn't feel well. He didn't need anyone not even Ned knowing what was truly going on inside his head. They just wouldn't understand.

Peter felt like a zombie the first week back at school. He went from class to class aimlessly taking notes. He checked the clock more obsessively than he ever had before. Then he'd skip decathlon practice and hurry home to shut himself in his room. He'd do homework before calling it an early night. Then he'd have trouble sleeping and find himself staring at his phone or overthinking. He was a emotional wreck and May still hadn't made any move to have a long conversation with him. Peter was at his locker switching out books when Ned walked up.

"Dude, did you hear?" Ned asked. "Liz's dad has a trial date set for the end of January."

"Uhm yeah. I heard," Peter nodded.

"Betty says that Liz will be coming back into town."

"For the trial?" Peter frowned, looking at him.

"No. For Christmas Break to visit him before the trial."

Peter said nothing as he shut his locker door. 

"So are you going to talk to her?" Ned asked, as they walked to their next class.

"Who?"

"Liz."

"Oh. I don't know. She didn't text me back after she said she wanted to talk."

"Maybe she just got busy."

"Yeah. Maybe."

"I better get to class. I can't be tardy again. See you at lunch!"

Ned hurried off and Peter sighed. He could tell today was going to be one of those days. He sat slumped over to one side of his chair, his head propped up against his hands trying to hear what the teacher was saying. But he found himself super distracted. Not just because of Adrian's trial date or the new information that Liz was coming back over Christmas Break. Out of the corner of his eye, he saw her. Reading or sketching. Either way, Michelle's head was down, she had a pen in her hand and a book was open. She barely noticed him as she was one of the first out of the room when the bell rang. The morning seemed to drag forever on and Peter was grateful for the lunch break despite still not being super hungry. He was picking at his food and had finally decided to tell Ned what else happened that day at the cemetery with Michelle.

"She kissed you??" Ned said loudly.

The entire cafeteria seemed to stop and stare at them. Peter's eyes darted down to the end of the table where Michelle was hidden behind a book. His face was turning red. Frowning, he looked back at Ned.

"Ned!" he exclaimed.

"Sorry..." said Ned, lowering his voice. "But MJ really kissed you?"

"It was on the cheek but -"

"It was still a kiss," Ned nodded. "She's totally crushing on Spider-Man."

"What? No! No way. She was just...having a hard time."

"Uh huh," Ned smirked.

"It's the truth okay. I was just going to see how things went with Flash. I didn't expect them to go to a cemetery. Or expect to find out that she lost her mom and unborn baby brother."

“Yeah that’s pretty heavy,” Ned nodded. “So...what was it like?”

“What was what like?”

“The kiss.”

“Ned. It was a kiss on the cheek. I had my mask on. I hardly felt it. It just threw me off guard.”

“Uh huh. That’s how it starts. A kiss on the cheek. Soon she’ll be unmasking you while you hang upside down from the ceiling and -“

“Ned!”

“Or what if you made a web and you two could -“

“Stop it!”

“MJ is totally crushing on Spider-Man," said Ned, looking down the table at Michelle. "And I totally ship it."

Suddenly, Michelle looked up and frowned at them. She flipped them off before resuming her reading. Peter looked over at Ned who was smirking at him and nodding his head. Peter rolled his eyes then they finished their lunch in silence.

~*~*~*~*~*~

A few days passed by since Peter told Ned that Michelle kissed him. Ned being Ned had to keep bringing it up almost every chance he got. He wasn't much of a drawer, but he kept drawing stick figures kissing on spider webs in every single class they had together. A few times when they were all three in class together, Ned would make a kissy face and point between Michelle and Peter. In response, Peter would sink down in his seat with his arms crossed wondering why the hell he told Ned so much. The week before school let out for Christmas Break, large banners advertising the Winter Formal were being hung up.

"So are you going?" Ned asked Peter during class one day.

"Going where?" asked Peter, trying to take notes as their teacher droned forever on.

"To the Winter Formal."

Peter stopped writing and looked over at him strangely.

"No," he said. "Why would I go to a dance after what happened last time."

"Well I just thought -"

"Parker, Leeds," said their teacher, tapping a ruler on the desk. "Do you two have something you'd like to share with the class?"

"No," said Ned quickly as Peter's face turned red.

"Then stop talking when I'm talking."

The teacher resumed their speech and Peter frowned at Ned, who mouthed an apology. Then Peter's eyes looked past Ned to Michelle who had sketched Peter and Ned with a heart between them. He frowned at her and she smiled, flipping him off. Then she went back to ignoring him. Just a few more short days then he'd be back at home with May. He wasn't sure what he'd do during Christmas Break especially if he and May kept up their game of silence. Peter suffered through the rest of his day in his usual zombie like state. He was staring into his locker when Michelle walked up to him after school.

"Hey Parker," she said.

"Hi."

"So are you quitting the decathlon team again?" she asked, leaning up against the locker next to his.

"No," Peter frowned. "Why...why would you think that?"

"You've been missing a lot of practices lately."

"Oh. Yeah I've just...had a lot going on."

"If those bags under your eyes are any indication, you also haven't been getting much sleep."

"No. I haven't."

"Well I hope you figure out whatever it is that's been bothering you," said Michelle, as she started to walk away.

It reminded him of the last thing Liz had said to him before she moved away.  _"I really hope you figure out whatever you're going through right now."_

"MJ wait."

She stopped walking and turned around to face him, as he walked over to her.

"I'll go today," Peter said.

"You don't have -"

"I want to."

Michelle looked down frowning. Without even realizing it, Peter had grabbed her by the hand. His cheeks turned red and Michelle pulled her hand away.

"Sorry," Peter said quickly.

"It's...fine," said Michelle carefully with an eyebrow raised. "I don't want half assed answers. I need you to pick up Flash's slack."

Peter nodded and smiled. Then they walked to decathlon practice in silence, close enough that their arms were brushing against each other. Their fingers touched and Peter could swear she reached out first. They were holding hands again as they walked. Michelle was trying to act like he wasn't there. Before they walked into the room where they had decathlon practice, she pulled her hand away from his. Everyone watched in silence as they walked in together. Peter took his regular spot by Ned, who was giving him "what the hell" looks. Michelle took her place behind the podium and got right into the question asking. Flash kept giving Peter the evil eye. Peter ignored it and despite feeling a little lost at times, still managed to get in a few correct answers. Ned kept nudging him, but Peter stayed focused. Practice went by quickly which helped take up the time he would've spent moping about at home like a wounded puppy dog. When practice was over, Peter hung around watching as Michelle got her things together. He wasn't exactly sure what he was going to say to her, but he wanted to talk to her some more. Everyone else had left by the time she looked up and saw him still standing there.

"Parker, why are you still here?" she frowned.

"Thanks for getting me to come to practice," he said.

"Oh. No problem."

"Uhm see you...tomorrow. I guess..."

"Peter wait."

He stopped walking and turned around.

"Are you really okay?" Michelle asked with a hint of concern in her voice.

"Yeah I'm... I'm fine. Why?"

"I just...while you did great answering all the questions Flash got wrong, I still feel like there's something else going on."

Peter hesitated. Did he really want to tell her everything that had been going on? Or did he just want to say he wasn't feeling well? Michelle looked at him expectantly.

"You can tell me," she said. "If you want to."

He nodded and sat back down at the table. Michelle sat beside him, sitting sideways in the chair to face him.

"I got into a fight with Aunt May," said Peter. "On Thanksgiving Day."

"What about?"

"She's mad at me for keeping secrets. She thinks I'm making the wrong choices and is upset because she's says I'm not normal."

"What even is normal?" Michelle laughed a little.

"Football games. Parties. Dances. You know. High school stuff."

"So she's concerned that you aren't into that stuff?"

Peter nodded.

"Well neither am I," said Michelle, as she played with her nails. "There's nothing wrong with that. I only go to those things to watch everyone else make fools of themselves."

"That doesn't surprise me," Peter smiled a little.

He watched as Michelle picked at her black nail polish. She sighed and looked at him.

"Talk to her," she said. "Right now."

"She's at work."

"Then wait until she gets home later. Come on, Parker. Use your brain."

"I just thought she needed space."

"No. See. That's the last thing she needs right now. Trust me, you'll feel better after talking things over with her. It might take hours or even days but you've got to start somewhere."

"I really don't think she wants to talk."

"You care about her?"

"Well yeah she's the only family I've got."

"Then it's worth whatever it takes to make things right between you two," said Michelle, not realizing she had grabbed Peter by the hand. "However long it takes. Look, she's just trying to do what she feels is the right thing. As your sole guardian, she just wants you safe. My dad treats me the same way. When I'm not in school, he has to know exactly where I'll be and who I'm with. It gets really annoying. But I know he does it because he loves me and wants to protect me. You and I are a lot alike. Single parent homes. Only child. We're all they have, Peter. So think of it from May's perspective. She's lost so much already. She doesn't want to lose you, too."

Peter couldn't help but look at Michelle strangely. And not just because they were holding hands again. This was the longest she'd ever paid attention to him or the most she'd ever talked to him. He was shocked by how much she seemed to care. She frowned at him.

"What?" she asked.

"Oh nothing I just... I'm not used to having a normal conversation with you," Peter said.

"Well you do have Ned, but he seemed like he was in a hurry to leave."

"Yeah uhm he and Betty have actually been hanging out a lot."

"Betty Brant?" Michelle snorted. "Wow."

"Yeah it is a little strange, but she makes him happy."

Michelle nodded, looked down at their hands then back up at Peter. He instinctively rubbed his thumb across the top of her hand. He wondered if she was going to pull away, but she never did. Instead she kept her eyes locked on his. Even though they weren't saying anything to each other, they were saying everything. For the first time, Peter noticed gold flecks in her brown eyes. They caught the sunlight in a way that made them sparkle. With his free hand, he reached up and gently touched her face. Michelle briefly shut her eyes. Peter started leaning towards her and that's when she pulled away.

"I've...uhm...I've gotta go," she said quickly, standing up. "But I hope things work out between you and May. She really cares about you and loves you even more. So don't alienate yourself from her. Fix things."

"I will," Peter nodded. "Thank you, Michelle."

She nodded and started to leave the room. Then she paused at the door and turned back around to face him.

"Peter?" she said.

He looked at her.

"Remember. My friends call me MJ."

He nodded.

"Right. Sorry," he smiled. "See you later MJ."

"Later loser," she said with a small smile.

He smiled as he watched her go. _"Loser"_. It was beginning to feel like a term of endearment.

~*~*~*~*~*~

Peter took Michelle's advice and sent May a text asking her to meet him after she got off work. It was really cold outside by the time she came, but they both had on winter coats and hats. Peter was seated on a bench across from Ben's grave.

"I must admit. I found it a little strange when you asked me to meet you here," May said, as she walked up.

"Thank you for coming. I just thought maybe this would be a good place to talk."

May nodded and looked at the fresh flowers on Ben's grave.

"Did you...bring those?" she asked.

"Yeah uhm I remembered they were the flowers you had picked out for your wedding."

"Good memory," May smiled a little. Then she sat down beside him on the bench and sighed. "It's actually pretty nice here. Calm. Peaceful."

"Yeah."

"So you wanted to talk about what happened on Thanksgiving?"

Peter nodded.

"Well if you don't mind, I'd like to go first."

Peter looked over at her expectantly.

"I just...get so scared," said May. "Because I don't want to screw up. I was left in charge of you. All I want is to love and protect you. And I feel like I can't do that if you're out there and I'm just sitting around at home worrying. But I trust Ned and I trust your judgement on who knows and who doesn't. Just please. Be careful and know every action has a consequence."

"I know," Peter nodded. "I'm sorry I lied and went behind your back so much. I will try not to do that anymore."

"That's all I ask," May smiled. "I also wanted to let you know that I didn't give the suit back. In fact, it's in your room now."

"Really?"

"Yes. The world needs Spider-Man. It is not my place to take that away. You're right. You're not normal and I need to be more supportive of you. And be glad that it's not drugs or alcohol."

They laughed a little then stared up at the sky. Night had fallen and out here they could see millions of stars.

"Peter?" May asked. "What changed your mind?"

"About what?"

"I was sure I'd lost you after Thanksgiving," said May with a frown. "We're both good at giving the silent treatment. Who told you to finally come and talk to me."

"A friend from school."

"Ned?"

"No."

"Do I know this friend?"

"It's uhm...MJ. Michelle Jones. She's the new captain of the decathlon team."

"Huh. Doesn't sound familiar."

"She's pretty quiet. Keeps to herself. But really smart."

May thought for a moment then smiled. "Hold onto that one."

"What?" Peter asked.

"MJ. Michelle. She sounds like someone you could really use in your times of teenage superhero crisis."

"May..."

"I love you, Peter Parker."

He only nodded with a small smile on his face. They sat in silence a few moments more then went home. Peter found himself wondering what Michelle was doing right that moment. Perhaps May was right. Michelle could possibly be someone else in his life to help him get through the rough patches. Now whether or not that meant she would have the privilege of knowing his secret identity was yet to be determined. But thinking about her now brought about a peacefulness he only felt thinking of or being around her. When they got home, Peter laid down on his bed and looked at his phone. He looked at Liz's text and hesitated before deleting the entire thread. Now it was like she was never even there. Then he scrolled through his contacts and his thumb hovered over a name. He took a deep breath as he drafted up a text. Briefly shutting his eyes, he pressed send and waited. A few seconds later he got a reply.

 **PETER:** _Hey MJ._

 **MICHELLE:** _Wth do you want Parker?_

 **PETER:** _What are you doing?_

 **MICHELLE:** _Reading_

 **PETER:** _Oh. Well other than that, are you busy?_

 **MICHELLE:** _Yes_

 **PETER:** _This will only take a min_

 **MICHELLE:**   _K_

 **PETER:** _I just wanted to say thank you._

 **MICHELLE:** _For?_

 **PETER:** _For telling me to talk to my Aunt. Everything's better now._

 **MICHELLE:** _Oh_

 **PETER:** _Yeah_

 **MICHELLE:** _Is that all you wanted?_

Peter thought for a moment and began typing out a reply. He wasn't even sure where all these thoughts were coming from, but he had the strong urge to get them out.

 **PETER:** _No. I also wanted to tell you that my feelings for you have changed. I care about you a lot more than I can explain. I really wanted to kiss you after decathlon practice and to tell you that it was me that day in the cemetery. I'm Spider-Man and I need you in my life to help keep me grounded. Right now, you're the only person in my life that gets me through bad days and nightmares. I think about you everyday. And even if you don't feel the same, I want you to know that I will never stop proving to you that I care._

He stared at the unsent novel on his screen. How would she react to that? Would she become her old closed off self again? Would she use it against him as blackmail and show everyone? Peter ultimately decided to delete it. He replaced it with _"Yes. Good night"_ to which Michelle sent no reply. Then he plugged in his phone to charge and stared up at the ceiling fan. Before long, he was sound asleep dreaming that he had sent the text and that the feelings were mutual.

~*~*~*~*~*~


	5. Chapter 5

**Notes for the Chapter:**

> Notes/Warnings/Whatever:
> 
> \- This is Alternate Universe  
> \- I am not familiar with the comics. I only know what I know from the movies.  
> \- I write characters loosely based on what I read about them by looking them up.  
> \- Again, this is AU so I will take liberties with backstories/personalities/relationships/etc.  
> \- I am a fan of the UK series Skins, so there will be elements from that show thrown in. Peter/Michelle are like a Freddy/Effy to me in a way...  
> \- Please be gentle, as this is my first time sharing fanfiction with anyone other than family :)

~*~*~*~*~*~

The Winter Formal was now only three short days away. The cafeteria had been transformed into a sparkling faux winter wonderland. With Christmas Break immediately following, much excitement was in the air. Teachers were a lot more laid back and everyone seemed to be in a good mood. Peter was a lot more cheerful after having fixed things with May. He had yet to have another run in with The Shocker or his men. And Peter's new interactions with Michelle found him diving head first into the deep end of his crush on her. They were noticing each other more during class and decathlon practice. When Peter would smile at her, she would smile back. At lunch, Michelle now sat directly across from him and Ned. She did still manage to avoid eye contact by constantly having a book up in her face, but Peter didn't mind. Just knowing she was there was enough. 

"You should ask MJ to the dance," said Ned, breaking into Peter's thoughts.

They were in PE and Peter had gone off into outer space again thinking about Michelle. While the majority of their class was exercising, Peter and Ned chose to make a lazy day of it on the bleachers. Their PE coach wasn't in the mood to get onto anyone for lack of participation. Peter was looking across the gym at Michelle who was unsurprisingly reading a book. Ned was watching Peter watching Michelle. 

"It's obvious you like her."

Peter frowned at Ned, who was smirking.

"Everyone can see it," Ned continued. "You sometimes act like you're the only two people in the room. And honestly... It's about time."

"What do you mean?" Peter asked.

"MJ's been giving you looks for a while now. You were always too involved with Liz to notice."

"I don't know what you're talking about."

"The way MJ was looking at you and Liz at the Homecoming dance. It was almost like she was jealous or something."

"She flipped me off when I got there."

"And when you left, MJ followed you."

Peter's eyes widened.

"She...what??" 

"Yep," Ned nodded. "She followed you out into the hall and I followed her."

"Wait, wait, wait so...did she see anything?"

"I can't say for sure," said Ned, quickly looking down. "By the time I rounded the corner she was gone."

"Ned! This is huge! If she saw me fighting The Shocker - oh god and I wasn't even in the nice spider suit!"

Peter was running his hands nervously through his hair and looked back over at Michelle, who was still buried in her book. 

"I wouldn't worry too much about it," said Ned. "I didn't see her once I left the gym. She probably just went to the bathroom."

"Why would you tell me all this??"

"Just trying to prove a point. I think you both have some interest in each other. But of course neither of you is willing to admit that. You know besides kisses on cheek and hand holding..."

Peter thought for a moment then nodded.

"Maybe you're right," he said.

"Of course I'm right," said Ned, smugly. "I'm the Guy in the Chair."

"I just... I can't ask MJ to the dance."

"Why not?"

"Because. She's MJ."

"We're all friends now right?" Ned said. "Just ask her as friends. I mean I guess you guys are _good_ friends since you hold hands, make googley eyes at each other and -"

"It's not googley eyes."

"Riiight..." said Ned skeptically. "So are you going to?"

"Going to what?" 

"Ask MJ to the dance?"

"No! I already told you. I'm not going to the dance."

"This doesn't have to be like last time. You could actually stay and enjoy yourself for once." 

"I haven't seen activity from The Shocker which concerns me. What if he tries to pull something big that night?"

Ned groaned. "Peter. For one night, let it go."

"What if I had done that the night of the Homecoming dance?"

Ned groaned again and Peter sighed.

"Okay fine," he relented. "I'll ask her."

"When? The dance is in three days."

"I'll ask her today. After decathlon practice. But I promise you she's going to say no."

"You don't know that. I mean based on how you guys have been acting I'm surprised she hasn't asked you."

Peter shook his head with a small smile on his face. The rest of the day leading up to decathlon practice seemed to inch by slower than normal. Peter kept nervously tapping his pen, looking up at the clock. After he almost sent Michelle that confession text, he'd been acting as though she'd seen it. And now that Ned had somehow convinced him to ask her to the dance, Peter was a lot more self conscious than before. What if she said no? What if that's what made her revert back to her old self? What if she stopped smiling or moved back down to the other end of the table at lunchtime? What if she moved to another table entirely? All these questions were suddenly flooding Peter's mind. The sound of the final bell rang in his ears and he snapped out of his nervous daze. It was time for decathlon practice which meant it was almost time for him to man up and ask MJ to the dance.

During decathlon practice, Peter was on edge. He kept glancing at Michelle, not hearing a word she was saying. Every now and then Ned would nudge him to bring him crashing back to reality. He was nervous. Dry throat, sweaty palms, butterflies in his stomach nervous. But he was determined to ask Michelle to that stupid dance. If only just to prove a point to Ned. At least when she rejected him, he could just not go to the dance and have his four weeks of Christmas Break not seeing her. But then again, he didn't want to go that long without seeing her. Practice ended sooner than his nerves would have liked. Everyone cleared out of the room and Ned gave him two thumbs up before running out. Peter slowly got his things together and looked over at Michelle who was putting books into a box. She looked up at him and frowned. 

"What are you still doing here?" she asked.

"Me? Oh I'm uhm... I wanted to... talk."

"Look Peter, if this is about the hand holding thing or the fact you almost kissed me then -"

"No. It's not," Peter frowned a little.

"Whatever it is, can it wait? I've gotta get home. Kelcey locked herself out."

"Who's Kelcey?"

"She was my babysitter growing up. Now, she helps around the house."

"Oh okay," Peter nodded.

Michelle put on her overstuffed backpack and had another bag slung over one shoulder. Then she went to pick up the box full of books which she was obviously struggling to hold.

"Do you need help with those?" Peter offered.

"No. I'll be...fine," she grunted. "I'm taking the subway."

He looked at her for a moment and she sighed.

"Fine," she said. "I could use the help, but you don't -"

"I've got nothing better to do."

Michelle only nodded. Peter smiled as he took the box from her hands and the bag from her shoulder. 

"Where are all these books from anyway?" he asked, as they started walking.

"I've collected a lot of books in my locker over time. Just wanted to clean them out before Christmas break."

Peter nodded then they continued their walk in silence. The subway ride was predictably a cramped one with standing room only. So cramped that Michelle and Peter were shoulder to shoulder. She found it easier to loop her arm around his than to have their elbows poking into each other. Peter couldn't help but smile a little while Michelle was inwardly groaning. Soon they reached her stop and got off. They continued their walk to her house still in silence. Every now and then Peter would look over at her. She, however, kept her focus straight ahead. It was probably the longest walk of his life, but Peter didn't mind. When they finally got to Michelle's house, a woman who looked to be around the same age as May came running down the driveway towards them. 

"There you are!" she said. "I am so sorry. I came outside to water the plants and shut the door, forgetting I had it locked from the inside."

"It's fine Kelcey," Michelle said, as she pulled some keys from her pocket.

Kelcey then looked past Michelle to Peter and beamed.

"And who's this?" she asked.

"Oh it's just some kid I go to school with," said Michelle, walking to the house. 

"I'm Kelcey. I'm Michelle's self proclaimed aunt."

"Peter Parker. It's nice to meet you."

"Oh here let me get that," Kelcey said reaching for the box.

"No, I'm okay," said Peter. "Where do these go?"

"In Michelle's room. Upstairs and to the left, furthest door on the right. She's already gone inside. I've gotta finish watering plants then I'll be right in."

Peter nodded and walked the rest of the way to the house. His mouth dropped open slightly when he stepped into the large entryway. The white walls were covered in large pieces of artwork that reminded Peter of a museum. A large crystal chandelier hung down from the tall, white ceiling. The hardwood flooring gave way to a matching staircase covered with deep red carpeting. At the top of the stairs were hallways running each direction. Kelcey walked in behind him.

"You sure you don't want help?" Kelcey asked.

"No. I'm...I'm good. Thank you."

Kelcey smiled before disappearing into another room. Peter carefully walked up the stairs, looking around as he did. There were several family portraits at the very top of the stairs from various moments in Michelle's life. Many included her mother in different stages of pregnancy. Peter felt a small twinge of sadness again looking at them. Down the hallway were even more pictures of Michelle growing up. He couldn't help but smile at her big toothy grin and how carefree she seemed. When he reached her bedroom door, it was cracked open a little and he could see Michelle sitting on the end of a chaise lounge reading a book. He opened the door wide enough to walk inside.

"Just set them down anywhere," said Michelle, without looking up. 

"Wow..." he said, looking around.

"What?" Michelle frowned at him.

"Nothing. I just...expected more black."

"Why?"

"No reason." 

Peter set her things down on her bed as he looked around. The walls and ceiling were white like the rest of the house. The hardwood floor in here was covered in a large thick turquoise rug. All of her bedroom furniture was oak and her bedding was pink, turquoise and black. He saw a lot of her sketches hanging up on a wall above a desk that was covered in even more sketches. There were also lots of pictures with friends and family hanging randomly around the room. Several book shelves lined one wall, stuffed full of books. Peter walked over and scanned the titles.

"You really do like to read," he said.

"How observant of you," Michelle replied sarcastically. 

"Lots of books on medicine."

"Yeah. Dad's a neurosurgeon. He let me keep all of his books from when he was in medical school. You know, for light reading."

"So you've read all these?"

"Yep."

Peter nodded then wandered over to a wall of pictures. He spotted some of a younger Michelle as a ballerina. She was holding a bouquet of flowers just like the ones Flash had given her to put on Liliana and Patrick's grave. 

"You took ballet," he said.

"It was short lived and I hated it. But my mom taught ballet."

"You? Hate something? No way."

"Shut up," Michelle muttered, resuming her reading.

But unknown to Peter, she was having trouble focusing. The words kept blurring together. He was making her nervous. She wouldn't admit that out loud that of course. She had to keep playing it cool. All of their interactions lately had brought on a whole new mess of emotions she was trying hard to ignore. Kelcey poked her head inside the room.

"Peter," she said. "Will you be joining us for dinner? I'm making lasagna."

He smiled and opened his mouth to answer.

"No," Michelle said quickly. "He...uhm he can't. Right Peter? Shouldn't you be going home? Now. I mean you probably have curfew or bedtime soon right?"

Peter shook his head.

"Aunt May is working late," he said. "Nothing to rush home for." 

"Well there's probably other people you'd rather be hanging out with like Ned."

"I'm right where I want to be," said Peter looking directly at Michelle.

Kelcey was watching them with a small smile on her face. 

"So is that a yes then?" Kelcey asked.

"I'd love to stay for dinner," Peter smiled at her. "Thank you."

"Great! It will be ready in about an hour or so."

Then she disappeared from view. Michelle went back to pretending to read her book. Peter decided it was now or never.

"So..." he started. "Are you going? To the...uhm winter formal I mean."

"Nope." 

"Well I was thinking -"

"Did it hurt?" Michelle smirked.

"No. I was thinking that since you're not going... to the uhm, to the dance thing... that you probably didn't have a date. I don't have a date either so I was thinking that we could maybe... go together?"

He then forced a smile to his face he only imagined would scare a small child. Beads of sweat were forming on his brow as his heart began to race. Michelle looked up at him. Every fiber of his being was telling him to leave. Leave and never look back. He would avoid her for as long as he could. At least until school started after Christmas Break. Maybe he could even quit the decathlon team for good. Nope. Not gonna happen. He would just have to find creative ways to steer clear of her. Finally, Michelle spoke.

"Are you...asking me out on a date?" she asked.

"What? No. I just meant...well we could go as friends. Like a non date. But a date. Kind of. Together. You know?"

Michelle was staring again but this time it wasn't out of complete annoyance. She seemed...interested. Peter could feel his cheeks burning and knew they were red. 

"Parker, you are one weird kid you know that?" Michelle said.

"So...is that a no?" Peter frowned a little.

Michelle shrugged.

"What do you want it to be?" she asked.

"I don't know."

Awkward silence followed and Michelle tried refocusing on her book. Peter sat down in an armchair looking at his phone. Neither of them spoke another word to each other. The next hour went by painfully slow as they sat in silence. They were both relieved when Kelcey opened the door letting them know dinner was ready. The dining room was like the rest of the house. It looked like it came straight out of a home and garden magazine. Peter and Michelle sat across from each other, while Kelcey sat at one end of the large table. Kelcey also did most of the talking, which made the two teens feel a little more at ease. They were both trying to avoid eye contact with each other. After dinner was over, Michelle rushed to the door while Peter said his good byes to Kelcey. He wasn't read to leave, but realized he'd already been there almost four hours. Time flew by a lot quicker than he imagined it ever would. Especially in the presence of Michelle. After Kelcey had boxed up some leftovers for him to take home, Peter wandered to the front door where Michelle was waiting. 

"Bye MJ," Peter said, as he stepped outside.

Michelle followed after him.

"You're...serious about the dance aren't you?" she asked. 

"Yes," Peter nodded. 

"Your aunt really made you rethink the whole being a 'normal' high school teenager thing didn't she?" 

Peter nodded again and Michelle went quiet. Her eyes were looking everywhere except directly at him. Every second of silence that went by felt like an hour to Peter. His body heat was working double over time and his heart was racing so hard, he was afraid she'd see it beating against his chest cavity. Finally she spoke. 

"The dance starts at seven," she said. "Meet me there at seven thirty. We don't need to coordinate. And don't you dare get me one of those stupid corsage thingies or I will stab you with it."

"Got it," Peter nodded with a smile. "See you then."

"Later Parker."

With that, she quickly went back inside the house and slammed the door shut. Peter couldn't help the big smile on his face. He texted Ned a simple _"She said yes"_ text then ignored the next ten texts of excitement and _"I told you so"_ that followed. Peter had done it. He'd actually asked MJ to go to the dance with him and she said yes. If you were to ask Peter two months ago if he would be asking Michelle Jones to the winter formal, he would've laughed. But now that it had happened, he couldn't say he was the least bit disappointed. It didn't take nearly as long for him to get over Liz as he had thought and that was a good thing. Wasn't it?

~*~*~*~*~*~

The next couple of days passed by and Peter was gradually feeling more nervous. Sure, Michelle had agreed to go with him to the dance, but who's to say she wasn't just messing with him. What if it was all some massive prank and she was going to leave him stranded? What if Flash was somehow in on all this? Ned kept telling him not to worry, but it was hard not to. Michelle was back to ignoring him in class, but still sat across from them at lunch. Surprisingly the person taking this the hardest was Betty, who approached him the day before the dance. He had just shut his locker door and was startled to find Betty standing there. Her icy blue eyes were glaring coldly at him.

"How could you?" she said, pushing him in the shoulder.

"What?" Peter frowned.

"How could you do this to Liz?"

"What are you talking -"

"Michelle. You're taking her to the dance tomorrow aren't you?"

"Yes..."

"When Ned told me, I thought it was a joke."

"Why would you think that?"

"Because. It's Michelle Jones. Does she ever do anything different with her hair or wear something other than black?"

"I don't understand why you even care?"

"It's not me," Betty spat. "It's Liz!"

"What about Liz?"

Betty's mouth dropped open in shock.

"Wow. You're really already over her? Just like that? Did you lose a bet or a dare?"

"Look, Betty, I'm going to be late for decathlon practice and -"

"You never deserved Liz. She was too good for you."

With that, Betty turned on her heel and walked off down the hall. Peter watched her leave, feeling more confused than ever. He went to decathlon practice miffed and was zoned out the entire time. His brief encounter with Betty was enough to keep his mind preoccupied. He didn't answer many questions and the questions he did answer, he got wrong. Michelle seemed concerned with the way she kept frowning in Peter's direction. He was busy looking down at the table in front of him rethinking this entire situation. Maybe Betty was right. Maybe this was too soon after Liz for him to be "dating" other people. What if Liz knew about this and it hurt her? He'd spent so much time recently hung up on his newfound feelings for Michelle, he had never really once considered how Liz might feel. What if her spaced out texts were just her way of trying to get over him? And here he was acting as though he were already completely over her? Too many questions and thoughts were now running through his mind. He didn't realize practice had ended and that everyone had left except for Michelle.

"Hey," she said, walking over. "Is...everything okay?"

Peter looked at her.

"Do you still want to go to the dance with me tomorrow night?" he asked.

"I told you I would."

"Yeah but if you really don't want to, I -"

"What's going on Parker?" Michelle asked. "Did someone say something to you? Was it Flash? Because if it was, I'm going to -"

"No. It was Betty actually."

Michelle rolled her eyes.

"Ah yes. Betty Brant... Why does that not surprise me."

"She told me I never deserved Liz. That I only asked you to the dance because I lost a bet. She made it seem like I made a mistake asking you."

"Do you think you made a mistake?" Michelle asked.

"No. I don't," Peter frowned. 

"Okay. Then I guess I'll see you tomorrow."

Peter nodded and watched as she left. He was more than ready to go home to sort through all of the emotions he was feeling. When he got home, May was baking brownies and smiled as he walked in.

"Hey you," she said. "I had a sweet tooth. Chocolate chip brownies with my home made chocolate icing."

"Smells great," Peter smiled. 

"So, Ned told me you got yourself a date for the winter formal tomorrow night. Who is it?"

"MJ."

May smiled and pointed a spatula at him.

"I told you. She's a good one to hold onto."

"Yeah," Peter nodded.

"Are you picking her up or -"

"We're meeting there. She doesn't want a corsage and she doesn't want us to match."

May laughed a little. 

"Well try not to leave her stranded okay?"

"I promise, Aunt May. I'm going to forget I'm Spider-Man for one night and just be a normal teenager at a school dance."

May paused and looked at him.

"That's what I would want," she said. "But I also know that you can't just let the bad guys get away with anything. So you better take your suit. Just in case. Try to focus and make the night about being with MJ. But if something comes up...I don't want you to have regrets."

Peter nodded and looked down. May frowned a little sensing there was something more going on.

"What's wrong?" she asked.

"Nothing."

"Nuh uh," she said, shaking her head. "You're not doing this to me, Peter Parker. Tell me what's wrong."

Peter told her about Betty and about how confused he felt in regards to both Liz and MJ. May listened intently, her eyes watering a little. When he was finished, she sighed.

"High school is rough sometimes," she said. "But you know what? You'll figure it all out. Betty sounds like a lot of the girls I went to high school with. Rich. Pretty. Popular. Controlling. I honestly never got that from Liz. And based on what you've told me about MJ...she doesn't seem like that kind of girl either."

"She isn't," said Peter. "MJ is different. But in a good way."

"More so than Liz?"

Peter hesitated and May smiled.

"Forget about what Betty said to you and go into tomorrow night determined to have a good time with MJ. And you will."

Peter nodded then excused himself to his room to overthink some more. He laid back on his bed and looked at his phone. He scrolled through his contacts until he found Liz and considered starting a new text thread with her. But every text he drafted up, he ended up erasing. Nothing ever sounded right. He set his phone down and stared up at the ceiling. Before Betty cornered him like that, he'd been happy and was looking forward to the winter formal with MJ. Now, he was second guessing himself. 

~*~*~*~*~*~

It was finally the highly anticipated day of the dance and also the last day of school before Christmas Break. Principal Morita made an announcement that they would dismiss early at lunch to give everyone enough time to get ready for the dance. Michelle had sent out a group text to the decathlon team saying they would not meet again until after Christmas Break. Had they not been going to the dance together later that night, Peter would've been disappointed. He and Ned were walking to the subway together while Ned talked excitedly about what he was wearing. Coral and dark grey were the colors Betty picked out for them. 

"So what are you and MJ wearing? I assume black," said Ned, breaking into Peter's thoughts as they boarded the subway train.

"I don't know. This is MJ we're talking about, Ned. Not Betty. She's doing her own thing."

"Oh. Well what are you wearing?"

"Probably just the same thing I wore to the Homecoming Dance," Peter shrugged.

"You don't have anything else?"

"Nothing else that nice."

"What tie are you going to wear?"

"Ned...I just told you. What I wore to the Homecoming Dance. Why are you asking me this?"

"Oh no reason," said Ned quickly. "I just wanted to make sure you were okay with wearing the same thing you did to the last dance."

"That was two months ago. It's not like anyone saw me remember? I wasn't there for that long."

"True."

"Ned, is something wrong?"

"Nope. Not at all," Ned responded a little too quickly. 

Peter took note of how strange Ned was acting but shrugged it off as nerves. He, too, was feeling nervous. He pictured himself standing off to the side of the dance floor with Michelle about five feet away from him. They would probably not dance, hardly talk then end up leaving early and go their separate ways long before the dance had ended. Peter's anticipation of the dance was becoming overwhelming. When he got home, May had taped a note to the outside of the door.  

_Peter,_

_I took on the closing shift tonight so I could have more time off for Christmas. I ordered in Thai food. It's in the fridge. I ironed your suit and your shirt. They're on your bed along with the shoes. Have so much fun tonight!_

_I love you,_

_Aunt May_

_PS I can't find Ben's tie. Do you know where it is?_

Peter frowned a little. What was everyone's deal with the tie? Yeah, it belonged to Ben and therefore was pretty special, but Peter was sure it was somewhere hiding the apartment. He had plenty of time to kill before he had to start getting ready and decided to look for the tie. Much to his dismay, he couldn't seem to find it anywhere. Surprisingly, the afternoon flew by. Soon Peter had to give up his search to eat dinner and get ready to go. All the while he was wondering where the hell that blasted tie was.

~*~*~*~*~*~ 

Michelle was trying to decide on her outfit for the dance when the doorbell rang. She ignored it knowing Kelcey would answer it. She held up a sparkly black long sleeve top against a long black skirt. A few minutes later, her bedroom door opened. She frowned when she saw Ned. 

"Leeds," she said. "What are you doing here?"

"I'm here for the tie."

"Tie? What tie?" Michelle frowned.

"You know... **_the_**  tie. From Homecoming? Peter plans to wear it tonight and I'm sure by now he can't find it."

"Why can't he just wear another tie?" 

"It's got sentimental value. It belonged to May's fiance."

"Oh," said Michelle. "Just a second."

She disappeared into her walk in closet.

"Does he know I have it?" she called out to Ned, who was staring around her room.

"No," said Ned. "I didn't tell him. I told him that I never saw you once I left the Homecoming dance."

"Good. He doesn't need to know."

"How come you never told him?"

"Told him what?" 

"That you know."

Michelle emerged from the closet with the same tie Peter had quickly removed from his neck the night of the Homecoming dance. He had thrown it carelessly on the ground as he went to change and go after The Vulture. Michelle had watched him from around the corner then grabbed it. She heard someone hot on her tail and ducked into a classroom just in time to see Ned rushing by. Quietly, she followed after him and saw enough to confirm what she'd always suspected. That Peter Parker was Spider-Man. He wasn't in the same spider suit she'd seen him in at the Washington Monument, but she still knew who he was. Ned was also none the wiser until she'd approached him after he'd gotten in trouble for being in the computer lab during the dance supposedly looking at porn. She and Ned had come to an understanding - she wouldn't reveal who Peter was, Ned would act like she didn't know and Michelle would keep the tie for blackmail. Granted, she never really planned to use it as blackmail but wanted to hold onto it just in case. She had kept it folded up neatly inside a ziploc bag which she handed to Ned.

"I'm waiting for him to tell me," she said. "If he ever decides to."

"Why?"

"I'd like to keep our friendship as it is. Telling him I know that he's Spider-Man won't do us any good. He'll act even stupider around me than he already does."

Ned nodded.

"Ned, does Peter... like me? As more than a friend?"

"That's why he asked you to the dance."

"What about Liz? It just seems like it's too soon for him to be over her."

"I think this is his way of trying to get over her. You're here. She's not. Do you like him as more than a friend?"

"I don't know," said Michelle.

"How do you not know? He told me you kissed him."

"It was on the cheek."

"You guys hold hands."

"That's Kindergarten stuff."

"I think there's more between you two than either of you is willing to admit."

"Is that all you came here for?" Michelle said quickly trying to change the subject.

She pointed at the tie and hoped her cheeks weren't red. Ned looked at her for a moment then nodded.

"Yeah. I guess I'll go now," he said, walking towards the door. "See you at the dance."

"Later loser," Michelle smiled.

She shut the door behind him and let out a sigh, trying to steady her heartbeat. What was wrong with her? Since when did Peter Parker make her so damn nervous? The butterflies were flying like crazy and she frowned. No. She was not going down that easily. No way. Especially not for him. But then she remembered how he tried to kiss her but she had pulled away, despite every fiber in her being telling her not to. She wanted to kiss him. She did. But she wasn't ready for him to know just how much she felt for him. As she thought, there was a knock on her door and Kelcey poked her head inside.

"Have you made a decision?" she asked.

"No I'm having trouble actually," said Michelle. "What do you think?"

Kelcey stepped inside the room eyeballing the black options thrown across the bed and frowned.

"Only black?" she asked. "Why not go for something brighter?"

"Bright colors aren't really my thing."

"You wore yellow to the Homecoming dance."

"Dad bought that dress for me. I wasn't going to say no." 

Kelcey said nothing and disappeared into Michelle's closet. She reemerged with three non black options that made Michelle cringe. One was a floor length red strapless gown with a spray of sequins traveling down from the chest and exploding at the hem line. Another option was a lavender spaghetti strapped A-line style complete with a small train. The third option was a sky blue long sleeved dress with silver sequins that sparkled beautifully in the light. It was knee length with layers of blue and white tulle on the skirt. That one was the same shade as the blue stripes on Peter's tie. Michelle pointed at it and Kelcey beamed.

"I was hoping you would choose that one," she said. "Now, let's do something different with that hair of yours..."

~*~*~*~*~*~


	6. Chapter 6

**Summary for the Chapter:**

> In this chapter, I'm going even more AU as far as my version of Michelle's backstory goes. Also, all the angsty feels. Just thought I'd warn you =P

**Notes for the Chapter:**

> Notes/Warnings/Whatever:
> 
> \- This is Alternate Universe  
> \- I am not familiar with the comics. I only know what I know from the movies.  
> \- I write characters loosely based on what I read about them by looking them up.  
> \- Again, this is AU so I will take liberties with backstories/personalities/relationships/etc.  
> \- I am a fan of the UK series Skins, so there will be elements from that show thrown in. Peter/Michelle are like a Freddy/Effy to me in a way...  
> \- Please be gentle, as this is my first time sharing fanfiction with anyone other than family :)

~*~*~*~*~*~

Peter scrutinized himself in the mirror. He had never taken so long to get ready. At least not since the Homecoming Dance. Without May to give him a ride, he reluctantly accepted Ned's invitation to go in a limo that Betty had rented. It would be a lot better than taking the subway alone all dressed up. It was 6:30 when Peter heard a knock at the door. He grabbed his backpack that had the spider suit tucked safely down inside of it on his way to see who it was. Ned was standing there in a grey suit with a coral shirt and black shoes. On top of his head was a grey fedora with a coral colored feather.

"Ned," Peter said, trying not to laugh.

"What?" Ned frowned.

"You look... What's with the pink shirt? And the feather?"

"It's _coral_ ," Ned corrected. Then he started coughing. "At least I didn't bathe in cologne." 

"Touche," said Peter. "You have my tie?" 

Ned nodded and handed him the zip loc.

"You kept it folded up in a zip loc?" Peter asked, as he put it on.  

"Oh. Yeah. You know. I - it's uhm... My mom. Anyway, Betty's down in the limo waiting."

Peter nodded as he finished straightening his tie. "Alright. Let's go."

"When were you supposed to meet MJ again?" Ned asked, as they got on the elevator.

"Seven thirty, but I have to drop something by my locker first."

"Sorry you'll have to wait a little bit before MJ gets there."

"It's fine," said Peter, as they reached the first floor. "I can just hang out with you while I wait."

They stepped outside where there was a sleek black limo waiting for them. The driver was already holding the back door open. 

 "So are you nervous?" Ned asked, as he got inside the limo. 

"Not yet," Peter muttered.

Once they were inside, Peter looked at all the empty seats and frowned.

"Is...anyone else coming?" he asked.

"No," said Betty with a careless shrug. She was holding a glass of champagne, swirling it's contents around. "I rented this just for me and Ned. Then he said you didn't have a ride and suggested you join us. The more the merrier. Have some champagne."

Peter looked over at a tray with champagne glasses on it. 

"Oh, no I'm -"

"Come on Peter," she said. "It's just champagne."

"Okay," said Peter, as he took a glass. "Thank you. You look very nice."

"Thanks," Betty smiled. "You don't look half bad yourself."

Peter smiled then turned to look out the window, as Betty and Ned talked quietly to each other. He couldn't help but think about the possibility of Michelle changing her mind. What if she never showed up? Or what if she showed up with someone else? Peter quickly shook those thoughts away. He was determined tonight would be fun no matter what. The limo finally pulled up in front of the school after what seemed like forever. Peter let Ned and Betty get out first so he could trail behind. Even from outside the building, they could hear music. The beat was vibrating the ground. Once inside the school, Peter snuck off to his locker to put away his backpack then casually made his way to the cafeteria.  

He took a deep breath before walking into the indoor winter wonderland. It didn't even look like a cafeteria anymore. The dance committee had outdone themselves once again. The usual lunch tables and chairs were nowhere to be seen. Most of the space was the dance floor covered in gyrating bodies. In one corner of the cafeteria were some round tables and chairs. The tables were covered in sparkling silver tablecloths with white snowflake shaped confetti. There were also massive centerpieces of white roses. All around the walls were large piles of "snow" covered in silver glitter. There were multiple disco balls along with white and silver streamers hanging from the ceiling. Colorful strobe lights were pulsating to the beat of the music. 

It was still twenty five minutes away from when he was supposed to meet Michelle, so Peter looked around for Betty and Ned. He spotted the refreshments table where a group of guys were standing by the punchbowl laughing. One of them was holding a silver flask and Peter quickly deduced they were spiking the punch. There were water bottles in a nearby ice chest and Peter made a mental note to only drink water. He finally spotted Ned standing by Betty with a group of people they didn't normally hang out with. He could tell Ned was feeling out of place and walked over.

"Why aren't you guys dancing?" he asked.

Ned seemed relieved to see him.

"I came here to dance," said Ned. "But all she wants to do is talk about her outfit." 

 Peter laughed a little. Betty turned to look at him.

"Peter," she said. "Where's your date?"

"She'll be here in a little bit."

Betty nodded then took Ned by the hand. "Come on. Let's dance."

"Finally," Ned said to Peter, as Betty whisked him off.

Betty immediately turned so her back was up against Ned. She starting swaying her hips to the beat of the music and lifted her hands over her head. Ned looked like he was holding his breath and seemed in a near panic. It was obvious he didn't know what he was supposed to do. Peter laughed a little at Ned's attempts to grind with Betty. It was painfully obvious he'd never grinded with anyone. Betty finally turned around to face Ned, putting her hands on his shoulders and smiled. Maybe Betty wasn't so bad afterall. She truly seemed to be enjoying herself with Ned. Peter couldn't help but be happy for him. Though he still needed to ask Ned how and why their connection happened in the first place. Peter stared around for what seemed like hours. Every now and then he would check the time. As it neared 8, he started getting nervous. Maybe she wasn't coming afterall...

"Dude, did you see me??" Ned asked, running over.

"Uh yeah. You and Betty dancing. Those were some interesting moves."

"I know! I just...Okay. I need to catch my breath. Is it hot in here to you?" Ned asked.

Peter laughed and nodded. Ned then looked past him and his mouth dropped open.

"Dude..." Ned said, turning Peter around to face the doors.

Peter's mouth also dropped open and his heart skipped several beats. There stood Michelle. Her hair was straightened falling over both her shoulders and she was wearing make up. Her long sleeved dress was sky blue and hit just above the knees. There were layers of blue and white tulle on the skirt. Peter noticed that her dress was the same shade as the blue stripe on his tie. He swallowed back a nervous lump in his throat when she spotted him. Everyone was watching as she nervously made her way over to him. It was obvious she felt a little out of her element due to all the attention she was getting.

"M - Michelle," Peter stuttered. "Y - you look -"

"It's MJ," she said.

"Yeah... You just - wow," was all Peter could manage. "Like really, really...wow."

Ned facepalmed behind him, shaking his head. Michelle nodded. 

"Thanks," she said. "You look 'wow' as well."

Peter felt Ned nudging him towards her. 

"So," Peter said. "Would you uhm... would you like to dance?"

"Not really."

"With me?"

Michelle looked at him and he smiled a little. Good lord, she was beautiful. He couldn't help but stare at her even when she started to frown.  

"I'm thirsty," she said, quickly heading off towards the refreshments area.

"Oh. Okay," said Peter, waving at her retreating form. 

Ned looked at him like he was crazy.

"What?" Peter frowned.

"Go with her!" said Ned, pushing him in the direction Michelle had gone. 

"Okay," Peter said then he walked through the crowd towards the refreshments table. 

Michelle was at the punchbowl pouring herself a cup, taking note of the alcohol smell. She took a sip. Yep. Someone had definitely spiked the punch. She laughed a little then drank some more. 

"Michelle Jones," said an all too familiar voice that sent bad chills down her spine. 

The hairs on the back of her neck stood up and her heart began to race. And not in a good way. It had been a while since she'd heard from him. Granted, they went to the same school but so far she'd managed to keep him at a distance. Ignoring phone calls, ignoring texts. He hadn't approached her again since last year, so she wondered why he was doing so now. After giving herself a quick mental pep talk, Michelle took a deep breath and turned around. 

"Malachi," she said as coldly as she possibly could. 

Malachi Pierce was one of the school's heart throbs. Bright blue eyes and raven colored hair. Outwardly, he was the 'perfect' guy. Handsome. Smart. Athletic. Everyone wanted him. But nobody else knew him like Michelle did. 

"Please, Michelle," he said, stepping towards her. "It's Kai to my friends remember?"

"We aren't friends."  
  
Michelle tried to push past him, but he grabbed her by the arm. 

"You're looking like a walking felony tonight," Malachi said, looking her up and down.

She yanked her arm out of his grasp and tried to back away. That's when she realized her back was against the table. She was trapped. Malachi stepped forward making her jump a little. Michelle crossed her arms trying to appear unfazed by him. 

"What poor girl did you threaten into being your date?" she asked.

"Threaten? Nah. Sylvia  _wanted_  to be my date."

"Sylvia? As in Sylvia Roberts. From the Upper East Side?"

"The one and the same," Malachi smirked.

"Unbelievable," said Michelle, rolling her eyes. "But then again, I wouldn't expect anything less from you." 

"Yeah she's pretty attached to me. The feelings aren't mutual, though," Malachi sighed. "I'm much more interested in someone else."

He reached out and Michelle flinched.

"Don't touch me," she said. 

"Why?"

"I'm not with you anymore."

"Well I think we should reconsider."

" _We_? You broke up with me remember?"

"That was obviously a mistake because... Just look at you."

"Too little, too late," Michelle said, shaking her head. "I'm over it."

"Nobody gets over me that easily."

"As much as I'd love to continue this extremely...boring conversation, I've got a date to get back to."

"Who is it?" Malachi frowned. "Flash?"

"No," said Peter, walking over. "It's me."

Michelle immediately went over to him and stood abnormally close. Peter had been watching Malachi the moment he approached Michelle by the punchbowl. She was acting like her usual cold self, but Peter could see it in her eyes. Something about Malachi scared her and Peter didn't like that. He protectively put an arm around her shoulders. Malachi looked between the two of them then started laughing.

"You do realize you sound like a dying donkey when you laugh right?" Michelle said.

"I'm sorry I just can't believe you're actually here with Penis Parker," said Malachi.

"It's _Peter_ and yes, I am," said Michelle, putting an arm around Peter's waist. "And we're going to go dance now."

With that, she and Peter walked into the crowd of people on the dancefloor. Michelle moved so that she was leading him by the hand. They didn't stop walking until they were on the opposite side of the room. Michelle let go of Peter's hand and turned around to face him. 

"Sorry about that," she said over the music.

"Are you okay?" Peter asked.

"Yeah, I'm great," Michelle lied, as she started dancing to the beat of the music. 

"I'm not a good dancer," Peter said, looking at everyone around them.

"Neither am I. Come on! Get moving!"

She took both his hands in hers and began moving his arms up and down. He laughed then started to dance along with her. It wasn't too long before he was spinning her. 

"I thought you said you couldn't dance?" Michelle said at some point, after he'd spun her around twice then dipped her. 

"Well Aunt May helped a little. And YouTube."

"Figures," Michelle smiled, then she spun him which caused them both to start laughing. 

As the night drew on, fast paced song after fast paced song played. Peter and Michelle had both forgotten all about the nerves they had leading up to the dance. Now, they were blending in with everyone around them having the time of their lives. Even Ned had gotten more comfortable in his dancing and was pulling moves Peter didn't know he had. Soon, it had gotten very hot and Peter needed a drink break. He stopped dancing but remained by Michelle's side while she danced with a couple girls from the decathlon team. Flash walked over and put a hand on Peter's shoulder.

"Hey yo Parker," he said. "Mind if I steal your date for a dance?" 

Michelle looked over and Peter frowned, a little unsure of what to say.

"Just one song," Flash added. 

Peter nodded reluctantly, as Flash went over to Michelle.

"Don't worry," Flash said loudly. "I'm not gonna kiss her or anything. I'll leave that to you!"

Peter's face turned red. He was grateful for his chance at a water break. He wandered over to the refreshments table and grabbed a water bottle. Then he went to sit down at an unattended table. He looked through the crowd of dancing bodies until he spotted Michelle and Flash. She was laughing at something Flash had said and Flash was unsurprisingly a pretty good dancer. Peter then made a mental note to ask Michelle later what was up in regards to her relationship with Flash. He opened his water bottle and began to drink. The cool liquid felt so good going down his throat. Suddenly, someone knocked the water bottle out of his hand causing water to spill all over his white shirt and jacket. He jumped up to find Malachi standing there. 

"What the hell?!" Peter frowned.

"You were obviously thirsty," Malachi smirked. "I was just helping you out."

Peter looked down at his shirt grateful he hadn't gotten the red fruit punch. But still. There was now a large wet spot on his shirt. Malachi stepped closer with a frown.

"So how long have you two been a thing?" he asked.

"What?" Peter asked.

"You and Michelle. How long have you two been seeing each other?"

"Not long."

Malachi raised an eyebrow and Peter's face went red.

"Oh I - uhm I mean... we aren't...uhm... We aren't together."

"But you are here at the dance together?"

Peter nodded, wondering why the hell any of this mattered. 

"So she's not seeing anybody longterm?" Malachi asked.

"Why does it matter?"

"For reasons that don't concern you," said Malachi, looking past Peter to Michelle. "How much did you pay her then?" 

"What?"

"Michelle. How much did you pay her to be your date?"

"I didn't pay her."

"Well she wouldn't go with _you_ unless you had something on her."

At that, Peter decided to walk off. Malachi reached out and gripped him by the shoulder. Peter whirled around to face him.

"Let. Go," he said firmly. 

"Why don't you make me?" Malachi asked.

"I don't know what you problem is, but -"

"You are," said Malachi, getting in his face. "You're my problem, Parker."

Peter opened his mouth to say something, but decided not to. Instead, he turned to leave again. 

"It's probably better for you to not date her. She'd cheat on you."

Peter kept walking.

"Give her some punch," Malachi continued. "If you get her drunk enough, she'll let you bang her."

At that, Peter stopped walking and looked back at him.

"Michelle wouldn't -"

"Oh you don't know?" Malachi asked. "Don't let her quiet, book reading, sketch happy, don't give a damn attitude fool you. Michelle's a freak in the bed."

"She's not like that," said Peter, shaking his head.

"You don't know her like I do, Parker. Ask any of my friends. They'll tell you."

Peter continued walking off.

"Michelle Jones is an easy slut," Malachi called after him.

That was it. Peter stopped walking then turned back around with his fists clenched. Without warning, he punched Malachi straight across the face sending him flying back onto the floor. Malachi's nose and upper lip were bleeding. Peter remained where he was with his fists tightly clenched.

"You little shit," said Malachi, scrambling to his feet.

He managed to punch Peter hard across the cheek and mouth. Peter responded quickly with several punches of his own ending with a swift roundhouse kick that sent Malachi flying into a table. Several unattended cups of punch spilled over the silver tablecloth making it look like bloodstains. Between the colorful strobe lights and loud music, hardly anyone noticed them fighting. Malachi jumped to his feet again this time with a gash across his forehead.

"Is that all you got?" he bellowed, lunging at Peter.

Peter braced himself for impact with his fists up when Flash jumped in front of him.

"Back off Malachi," Flash said.

"Get out of my way, Flash," Peter said through clenched teeth. 

Flash turned to him. "You don't want to do this, Parker. You'll get kicked off the decathlon team." 

"I can handle this myself, Flash."

By now, people were starting to gather around which was catching the attention of the adult chaperones. Not wanting to cause any more of a scene, Malachi pointed a finger at Peter.

"This isn't over Parker," he said, then he disappeared through the crowd.

Flash turned to Peter. "You alright?" 

"Like you care," Peter muttered, pushing past him. "I didn't need your help." 

He felt someone touch his arm and whirled around with his fist up. 

"Whoa," said Michelle, holding up her hands in defense. "Peter, what -"

"I don't want to talk about it," said Peter, walking away from her.

She followed him out into the hallway. 

"Peter, wait," she said.

He stopped, but didn't turn around to face her. She came around and stood right in front of him studying his wounds. There were several cuts and scrapes. Michelle reached up and gently touched the bruise that was forming on his cheek. 

"This is my fault isn't it?" she asked quietly.

"He thought we were dating."

Michelle said nothing and looked down. Peter frowned a little.

"Is there something going on between you and Malachi?" he asked. "Because if there is, you probably should've told me."

"No," said Michelle, shaking her head quickly. "No. Not... Not anymore."

"But you have dated him before?"

Michelle nodded. She was looking down at her hands that were playing mindlessly with a layer of tulle on her skirt.

"When was this?" Peter asked.

"Last year. For about five months."

"How did I not notice that?"

Michelle looked up at him.

"You were too busy noticing Liz."

"MJ -"

"I'm...just gonna go," said Michelle, hurrying off down the hall.

Peter followed after her. She fled down another hallway to the very end where there was a staircase that led to the roof of the school. Outside, the chilly winter air felt good after hours of dancing. Michelle stopped near the edge of the roof and stared out over the city. Peter came to stand beside her.

"I ruined our night," she said quietly. 

"Why do you say that?"

"You asked me to the dance and I danced with Flash who you hate. Then my ex spilled water on you and beat you up because he thought we were in relationship. Liz probably would've never done this to you."

Peter frowned at her. "Liz? I asked _you_ to the dance. I came here with _you_. That was my decision and mine alone."

"Peter -"

"We danced longer than I thought we'd even stay here. I needed a water break. I know you and Flash are friends. I may not understand it, but I can respect it," said Peter, taking her hand in his. "And about you saying I was too busy noticing Liz... That's true. I noticed her. I noticed her from the first moment I set foot in this stupid school. She's one of the biggest reasons I wanted to go here. I spent over a year noticing her. It wasn't until I royally screwed things up that I realized she also noticed me. But that's over now."

"Is it really?" Michelle asked, unconvinced. "Because I heard you two were going to work things out over Christmas Break."

"Who told you that?"

Michelle said nothing and looked down. Peter thought for a moment then inwardly groaned. Of course. Betty.  

"All she did was send a text telling me she was ready to talk," Peter explained. "But then she just...stopped."

"Well, you did let her down a lot."

Peter looked at Michelle.

"Nobody likes a flake or someone who keeps breaking promises," she concluded. 

Peter wasn't sure of what to say next so he looked back out at the sparkling lights of the city. He was surprised she was still holding his hand considering the direction their conversation had gone. But he definitely didn't mind. Out here, they could see the stars. Millions of them. Sparkling like diamonds against the dark sky. They could also hear the music from the dance. It had now switched from upbeat music to the first slow song of the night which was Hunger by Ross Copperman.

"Ugh," Michelle groaned.

"What?" Peter asked, looking at her.

"This song."

"What about it?"

"I actually...like it."

"You do??"

Peter didn't mean to sound so surprised. There were a lot of things about Michelle that surprised him lately the more he got to know her. Her taste in music was now one of them. 

"I can like sappy music," Michelle frowned.

"Sure, I just didn't peg you as the type of girl that did," Peter turned to her. "Would you like to dance?" 

"I'd rather not."

He pulled her away from the edge of the building anyway. 

"I said no," said Michelle.

"Just one last dance. Please."

"Why?"

"Because. They haven't played any slow songs all night and you said you liked this song."

"Yeah, but that doesn't mean I -"

"MJ."

She looked at him for a moment before rolling her eyes with an annoyed sigh. "Fine, but if your hands go anywhere besides my waist -"

"You will stab me with a corsage."

"Exactly."

Peter smiled a little, as she put her hands loosely on his shoulders. They started off dancing with enough space for another couple to be between them. They were silent looking everywhere but at each other. Peter spun Michelle slowly away from him then back. Out here in the moonlight, her outfit sparkled like the stars in the sky. It started to snow and Michelle smiled, breaking away from him.

"It's snowing," she said.

"It always snows here."

"I know, but I love it."

Peter watched as she slowly spun with her hands out like a little kid, smiling up at the falling snow. In that moment, all he could see was her. Any problems from earlier or in general seemed to fade away. After a few minutes, he walked over and spun her around to face him. He held her closely as they resumed dancing. This time, their eyes were locked. They continued to slowly dance even as the song ended. The DJ then moved back to a more upbeat tempo. But Peter and Michelle remained where they were looking into each other's eyes. Peter slowly leaned towards her and she tensed up slightly. He wasn't sure if she was going to let him kiss her this time, but he wasn't going to stop himself. When their lips touched, he felt her shudder. But she didn't pull away. Her lips were soft and she tasted sweet. Peter was overwhelmed by the scent of lavender and vanilla. 

He smiled a little against her lips as she started kissing him back. If anyone had been watching, it was much too slow of a kiss. No tongues were involved. But to them, in that moment, it still meant everything. Their arms were wrapped around each other as the snow continued to fall around them. Michelle started to pull away, but Peter held on tighter. He was surprised she didn't smack him. Instead, she took his cues and kept kissing him back. Sooner than he was ready for her to, Michelle had broken his grasp on her and was looking at him as though he'd somehow wounded her. 

“What is it?” Peter frowned. “What’s wrong?”

“I just…I’m really confused right now.”

“Me, too.”

“I don’t understand what’s happening.”

There were tears in her eyes and he could tell she was fighting hard not to let them out.

“I don’t really understand it either,” Peter said, stepping towards her. “But we could talk about it.“

“No,” said Michelle, shaking her head.

“Why not?”

“Because. You and me. We don’t make sense," she said. "You and Liz…that made sense.”

“We make sense, MJ,” Peter said. “When I’m with you, I -“

“No,” said Michelle, as a tear managed to escape. “Don’t.”

“Why are you pushing me away?”

“I’m not.”

“You are,” Peter frowned. 

"So what if I am," said Michelle. "If there's one good thing I learned from dating Malachi it's that you can't trust anyone. And no matter how much you care about someone, they will always break your heart."

"That may be true about Malachi," Peter frowned. "But I'm not him. Before you leave tonight, I need you to know how I feel."

"Peter -"

"I like you," he frowned. "As more than a friend. I care about you a lot more than I can explain. And I promise I won’t stop trying to prove that to you.”

"Feelings are fickle, Peter. You may feel that way now, but just wait until you see Liz again."

"Michelle, I know how I feel and it's not just because Liz isn't here anymore."

"You're a hormonal teenage boy," Michelle laughed. "You don't know what it is you actually want."

"I want you."

Michelle looked at him and swallowed back a lump in the back of her throat.

"Please give me a chance to prove that I'm over Liz," said Peter. "Give me a chance to prove that I'm not like Malachi. Not even close."

"I can't," Michelle said, quietly. 

"You can't or you won't?"

Michelle said nothing and looked away from him, with her arms crossed. 

"If you need more time -"

"I don't need time, Peter. I just need you to leave me the hell alone."

"I can't do that."

"Then that's your problem."

By now, more tears had found their way out of Michelle's eyes but she just stood there staring at him. Peter reached out and wiped them all away. Michelle closed her eyes when he gently touched her face.

"I'm sorry things have turned out the way that they have tonight," Peter said. "But I'm not sorry I told you how I feel. I've been holding it in for so long. And I'm willing to wait."

"Wait for what?"

"For you to figure out how it is you really feel about me."

"And if I don't feel the same?"

"Then at least you know how I feel and that's not going to change anytime soon," he said. "If it changes at all."

Michelle said nothing. Against his better judgement, Peter leaned in to kiss her again. This time, he paused just before their lips touched. Michelle was fighting desperately to keep her emotions in check. But it had gotten impossible for her to do that anymore. She now found that drowning in her feelings was easier than trying to stay above them. So she closed the distance between her and Peter. This kiss was shorter than the one before and it was mixed with her tears. Michelle could feel herself breaking down with every second that passed by and she absolutely hated it. She tore herself away from Peter, taking several steps back as she wiped away her tears.

“Good bye Peter,” she said, quietly.

Then she ran inside the building before he could stop her again. Peter wanted to go after her, but knew that was the last thing she needed right now. It was obvious she was fighting against whatever feelings she had for him. He went and stood at the edge of the building looking down. A few minutes passed by and a taxi cab pulled up to the bottom of the steps. Michelle then emerged from the building below and ran to the yellow cab. She briefly looked up at Peter before getting inside. Peter had resolved to keeping his promise of always proving to her how much he cared. Even if she never admitted she felt the same. 

~*~*~*~*~*~

**Notes for the Chapter:**

> It's gonna be a little bit longer than is normal for the next chapter due to real life travel throwing me off my writing A game >.< But I will try to update within the next week or so <3 Thanks guys so much for the Kudos and feedback. It is all very much appreciated!


	7. Chapter 7

**Summary for the Chapter:**

> Sorry for this super duper late update. I went on a trip which got me off my writing game so hopefully this chapter won't suck too much =P It shouldn't take me /as/ long to get a new chapter up after this. I'm going even more AU in the coming chapters, so if you're not into that here's your warning lol I'm having a lot of fun writing and I appreciate all the kudos/feedback <3 You guys are the best!

**Notes for the Chapter:**

> Notes/Warnings/Whatever:
> 
> \- This is Alternate Universe  
> \- I am not familiar with the comics. I only know what I know from the movies.  
> \- I write characters loosely based on what I read about them by looking them up.  
> \- Again, this is AU so I will take liberties with backstories/personalities/relationships/etc.  
> \- I am a fan of the UK series Skins, so there will be elements from that show thrown in. Peter/Michelle are like a Freddy/Effy to me in a way...  
> \- Please be gentle, as this is my first time sharing fanfiction with anyone other than family :)

~*~*~*~*~*~

"Dude. It's your move."

Ned waved a hand slowly in front of Peter's face. They were four days into Christmas Break and Peter still couldn't shake all the emotions he felt from the winter formal. He was reliving his fight with Malachi every night since then. Most of his cuts and scrapes had fixed themselves, but there were still a couple telltale scars left. His cheek was still bruised and he seemed to have developed a permanent scowl. Not to mention he'd had a couple run ins with The Shocker's men. Peter managed to thwart them every time, but he'd been overly aggressive when fighting them. Once, he almost snapped a guy's neck until that nagging voice in the back of his head (Karen, May, Tony, Happy, everyone in his life basically) told him not to. So he broke the guy's arm instead. Now here he was with Ned trying to play a game of chess that he wasn't even all that into. It was an attempt to get his mind on other things.

"Come on," Ned groaned. "When are you going to snap out of it?"

"When MJ talks to me again."

"You've gotta stop thinking about her. Seriously. She's becoming another Liz."

Peter took out his cell phone. As much as he hated to admit it, Ned had a point. MJ was becoming another Liz to him. He looked at their text message thread where all the texts he'd sent over the past few days sat unread and unanswered.

"How many times have you texted?" Ned asked.

"Thirty five," Peter muttered.

Ned's mouth dropped open.

"And phone calls??"

"Twenty one."

"Wooow..."

Peter said nothing then laid back on his bed staring blankly up at the ceiling.

"You've got it bad," Ned said. "And that's not good. But if junk food, video games and chess can't get your mind off of her then maybe something else will."

"Like what?" Peter asked.

"Like getting out of the apartment."

"Ned -"

"When was the last time you left?" Ned asked.

"The dance."

"So it's been four days since you've left your apartment?"

Peter nodded and Ned started gathering all his things together.

"Get up," Ned said, slinging his backpack over his shoulders. "We're going out."

"Out where? It's snowing."

"We'll find somewhere," Ned shrugged. "This is New York. How about that coffee shop where MJ and Flash went on their non date? What's it called again? The Coffee Bean?"

"The Hideout," said Peter. "And I'd rather not."

"Okay. Well maybe I could ask Betty -"

"No! Don't call Betty!" Peter blurted.

Ned frowned. "Alright. I won't call her. Chill."

Peter stood up and sighed. "Let's just go to The Hideout. Besides. What are the chances she'll even be there? Right?"

"Sure," said Ned, as he led the way out of the apartment. "You're paying."

They decided to take a taxi instead of the subway. Ned was impressed Peter remembered where the coffee shop was after _"all this time"_. When they arrived, it wasn't crowded. There was a bell above the door that dinged when it opened. They immediately felt warmth as soon as they stepped inside from the bitter cold. Smells of coffee and freshly baked goods filled the air. The overall look and design reminded Peter of Michelle's room. One wall was a bookshelf full of books with a sign above it that said _"Free Library:_ _Take One With You"_. The rest of the white walls were covered in pictures of people, most likely customers. The floors were hardwood and all the furniture was mismatched, but still somehow uniform. It was comfy and cozy. Ned nudged Peter in the rib cage.

"Are we going to stand here like creeps all day or what?" Ned whispered loudly.

Peter then followed Ned up to the front counter. There was an older woman behind the counter who smiled warmly at them. Her name tag read _"Tara Matthews"_.

"Welcome to The Hideout," she said cheerfully. "What can I get for you?"

As Ned proceeded to ask several questions about what they offered, Peter tuned their conversation out as his eyes wandered to the photos hanging on the wall behind the register. He immediately recognized one of the couples who were in several of the photos as Michelle's parents. They were much younger, but he would know them anywhere. Especially after having studied their faces in the awkward silence that time he was at Michelle's house. Soon he found a picture of them with a much younger Michelle and smiled a little. By now, Ned had placed his order and was trying to get Peter's attention. Tara followed Peter's gaze.

"Wilhelm and Liliana Jones," she said, breaking into his thoughts.

"What?" Peter asked, snapping back to reality.

"The people in most of the photos are Wilhelm and Liliana Jones."

"Oh uhm yeah, I... we know their daughter."

"You do?" Tara asked.

"Yeah we go to school with her," said Ned, as he nudged Peter in the arm. "Peter took her to the Winter Formal."

Peter frowned at Ned who was now trying not to laugh. 

"Michelle," Tara smiled. "Such a nice young lady. Did you two have fun at the dance?"

"Uh you could say that..." said Peter suddenly wishing they had gone somewhere else.

Ned was now studying all the pictures with Michelle's parents. "They must really like coffee..." 

"Well they actually own this place," said Tara. "And the soup kitchen next door."

"A soup kitchen?" asked Ned. "To feed the homeless?"

"Anyone who's in need of a hot meal is welcome," Tara explained. "Three times a day, seven days a week. Wilhelm and Liliana are the nicest people I've ever known. So what would you like dear?"

Tara turned her full attention to Peter who had started drifting off into space again. 

"Oh. I uhm..." Peter quickly scanned the menu as he took out his wallet. "Just a hot chocolate is fine. Thanks."

"Coming right up," Tara smiled. "You two can get seated and I'll bring your order out to you in a bit."

Ned had already left to find a table.

"H - how uhm how much?" Peter asked.

"Don't worry about it. It's on the house."

"Oh. No you don't have -"

"It's fine really. Go sit down!"

Then she hurried away from the counter and Peter looked around for Ned. He found him at a small table towards the back of the cafe by a fireplace.

"Did you know there was a soup kitchen next door?" Ned asked, as Peter sat down across from him.

"No," said Peter, as he looked at the pictures on the wall behind Ned.

"How could you not know? You followed Michelle and Flash here."

"I was on top of the building across the street and focused on other things."

"You still haven't actually told me what happened after you and MJ left the dance. You know...after your fight with Malachi."

Peter felt his body tense up at the name _"Malachi"_ and instinctively clenched his teeth. Ned frowned a little when he saw the tiny spark of rage in Peter's eyes.

"Dude. What's with the face?"

"Sorry," said Peter, loosening up a little. "I - it's Malachi. He just..."

"Yeah. Malachi is known for his bad temper."

"You know him?"

"Yeah. Everyone does."

"Not everyone," Peter frowned.

"Well I only know him because of Betty. One of her good friends Sylvia is dating him. She goes to another school. Somewhere in Manhattan I think..."

"So what do you know about him? I mean besides...the uhm temper problem."

"Not much really other than a lot of girls think he's cute. He comes from a rich family though nobody knows exactly what it is that they do."

"Did you know MJ dated him?" Peter said, frowning a little as he looked down at the table.

"What?" Ned laughed a little. "No way."

Peter nodded, as Tara walked over with a tray. They looked up as she set their drinks down along with a couple plates of various pastries and sandwiches.

"We didn't order -" Peter started.

"Don't worry about it," said Tara. "Let me know if you need anything else."

Then she walked off as Ned picked up a sandwich.

"So...you didn't know Michelle dated Malachi?" Peter asked. "Betty never brought that up?"

Ned shook his head and started eating. Peter looked at him a moment more before he started eating too. While he had a little more information about Malachi, he still didn't have enough. He ~~wanted~~ _needed_ to know everything about Malachi and Michelle's relationship. The look in her eyes and the way she acted around Malachi didn't sit well with Peter. That's partly why he had the sudden urge to tell her how he felt. He wanted her to know that he would protect her from whatever it was she feared in Malachi. As he was deep in thought, he didn't notice the bell above the door ding or who had walked in.  
  
Michelle's hair was braided to one side and she had on a beanie with an oversized winter coat. Behind her came Kelcey talking away on her cell phone. Tara smiled and waved at them as she emerged from the kitchen. Michelle smiled and waved back. Suddenly, her smile fell when she saw Ned and Peter. Quickly she ran behind the counter and into the kitchen much to Kelcey's confusion. Then she made her way to the employee breakroom in the back. A few seconds later, Kelcey walked in.

"Michelle what the -"

"Peter's here," said Michelle, slightly panicked.

"Oh he is? That's great!" Kelcey smiled. "Now's your chance to talk to him!"

"What? No!" Michelle frowned. "Why the hell would I do that?"

"He's been calling and texting you nonstop for the past four days."

"Yeah and it's annoying."

"Are you ever going answer him?"

"I don't know what to say!" Michelle exclaimed.

"He wants you to say something," said Kelcey. "Anything."

"He's seeing Liz soon and will realize that whatever feelings he thought he had for me were just temporary. He's been in love with her for so long there's no way he's over her that quickly."

"Even if he isn't...there is such a thing as having feelings for two different people."

"And you see how well that worked out for me last time."

Kelcey frowned, but nodded.

"Peter's just a typical sixteen year old boy anyway," Michelle added dryly. "Most of them think only using one head."

"I don't think Peter's like that," Kelcey said. "He doesn't seem like a Malachi."

Michelle said nothing and looked away from her with her arms crossed. Kelcey studied her for a moment.

"You are good at hiding how you feel behind books and vacant stares," Kelcey said. "It's the same way you looked at the funeral. The same way you've looked ever since. It's a facade, Michelle. And sooner or later, you're going to have to stop hiding."

"I don't want or need anyone in my life besides who I've already got," Michelle countered with a frown. "After high school, I'll go to college which will grant me more opportunities to meet plenty of other moronic neanderthals of the male species."

"Peter seems different."

"You can say that again..." Michelle muttered, thinking about his red and blue not-so-secret (to her) identity.

"Give him a chance," said Kelcey. "You won't regret it."

"Oh. I'll regret it. Believe me. I _will_ regret it..."

"You can't keep pushing people out of your life," Kelcey frowned.

"The more people I let get close to me, the more of a chance I have at getting hurt. Again."

"What Malachi did has completely blinded you to what it means for someone truly to care about you. Peter seems to really care about you. Why don't you give him a chance?"

"Because..." Michelle said, looking off to the side. "It scares me."

"Why?"

"It scares me how close we've been getting and how quickly it's been happening. I'm scared of where it will go."

"Well you'll never know if you don't at least try."

"I'm not just protecting myself here. I'm protecting him, too. You know what Malachi is capable of."

"You also can't live your life living in fear. Aren't you ready to be happy again?"

"You're so dramatic," Michelle said, rolling her eyes.

"And look who's talking," Kelcey mused with her arms crossed. "You've surrounded yourself with a wall. It's made of brick and covered in steel surrounded by a moat with laser sharks. I don't know what to do with you anymore."

"Nobody does," Michelle smirked. "And I like it that way."

They stared each other down for another silent couple of minutes before Kelcey sighed and left to go get their order. Michelle stood there for a moment looking around the small room. She sat down on the only couch and pulled out her cell phone. There were no new texts or calls. Maybe Peter was done trying to reach her. The quiet was starting to get to her so she wandered back out into the coffee shop. She saw Tara and Kelcey chatting away at the front counter. Then she slowly crept past the counter so she could see where Peter and Ned were sitting. Ned was laughing at something and Michelle wished she could hear their conversation. Suddenly, Peter turned to look in her direction. Quickly Michelle ducked down to the floor then crawled back into the kitchen. Her heart was beating rapidly against her chest. Had he seen her? Quickly, she hurried into the break room slamming the door shut behind her. Her hands had become cold and clammy. She stood there staring at the door and swallowed back a nervous lump in her throat as the doorknob started to turn.

"What happened to you?" Kelcey said, appearing with their drinks.

Michelle relaxed and let out a sigh of relief.

"Oh good it's just you," she said.

"Just...me?" Kelcey frowned.

"Sorry I just... What I meant was... Thank you. For the hot chocolate," said Michelle quickly, as Kelcey handed her drink over.

Kelcey looked at her for a moment then smirked.

"Peter says hi," she said.

Michelle choked on the hot liquid and started coughing as Kelcey nonchalantly sipped her hot tea.

"He...what?!" Michelle choked out.

"Yep. He recognized me and said hi."

"What did you say??"

"I said hi back, Michelle," Kelcey smiled. "Unlike you, I'm not trying to avoid him."

"Well did he say anything else?"

"He asked how you were."

"And??"

"I told him you were good," said Kelcey. "And that you missed him. He seemed confused by that last part though..."

"Kelcey! Why would you -"

"I'm joking," Kelcey laughed. "It's a joke. Calm down!"

Michelle frowned, as she sat on the couch.

"He literally said hi and asked how I was," said Kelcey. "I said hi back and that I was good. Then Tara handed me our drinks and I came back here. That's it."

"Oh," Michelle frowned a little.

"You seem disappointed."

"Well...I..."

"He might still be out there if you hurry."

"Like I said, I have nothing to say to him," said Michelle.

"Alright," said Kelcey, pulling a romance novel out of her purse. "Whatever you say."

She began to read and Michelle was inwardly screaming at her. Kelcey was like the big sister she never had. Always pushing her buttons and silently challenging her to do things she didn't want to do. Right now, it was the whole _"stop avoiding Peter and just talk to him"_ thing. Michelle let out an annoyed sigh then left the breakroom. She wasn't quite sure why she was trying so hard to avoid him. This was only Peter Parker. Sure. They held hands, went to a dance together, kissed... Nothing serious. Michelle wiped her hands against her jeans as she stepped out from behind the counter.

"Michelle!" Tara said, drawing attention to her.

Michelle felt frozen to the spot when both Peter and Ned looked her way. She quickly averted her gaze back to Tara who walked over for a hug. Now, it was Peter's turn to swallow back a nervous lump in his throat and try to calm his racing heart. He slowly stood up from his chair then walked over.

"Oh Michelle!" Tara said. "These boys said they know you from school."

Ned waved at Michelle and she waved slowly back.

"Uhm yeah. They do," said Michelle, trying to sound as casual as possible despite screaming inside.

"H - hi MJ," Peter said, as he walked over.

She raised an eyebrow and stared at him with her arms crossed. He had his hands in his pockets and was doing that thing where he looked everywhere except at her. She wouldn't admit it outloud, but it was pretty damn adorable when he did that.

"I've been trying to get a hold of you," he continued.

"I noticed," said Michelle.

"Have you...not been getting any of my texts or calls?"

He looked at her and she melted.

"I have," she said quickly.

Now it was her turn to avert her gaze. She couldn't take the way he was looking at her. Looking _through_ her. Tara and Ned were watching them intently. Michelle felt like running away. Peter looked hurt. She could tell he was not happy with her, but she really couldn't blame him. She was the one pushing him away and ignoring him, while he was making all the effort. Forcing herself to look at him, she now noticed the bruise on his cheek. It reminded her of what Malachi did to him. What Malachi could do to him. And it was all because of her. Keeping Peter at a distance would be better for both of them in the end. Besides, he had other things to focus on and worry about. She'd seen the news stories. The Shocker and his men were reeking havoc all around the city. But they were always being thwarted by Spider-Man. Michelle knew that if she was a big part of his life, she would also be a huge liability.

"MJ?" Peter asked, breaking into her thoughts.

"Huh?" Michelle said, her breath catching in her throat when she realized how close he was standing to her.

When had he gotten so close?? She looked past him at Tara and Ned, who were now pretending not to be paying attention to them. Then she regained her composure and looked Peter straight in the eyes.

"I'm...sorry," she said. "For ignoring you. It's on purpose though."  
  
"I figured," said Peter, his shoulders slumping a little.

"I... It was just..." Michelle frowned at the fact she suddenly couldn't form a full sentence. "On the roof after Malachi... In the moment, I -"

"I understand," said Peter, backing away a little. "I had a lot of adrenaline after -"

"Yeah. I know. If it wasn't for me, he would've left you alone."

"So what does this mean then?"

"I don't know, Peter," Michelle said, forcing herself to look directly at him. "You tell me."

"Do you feel...anything for me? At all?" Peter asked, searching her eyes.

Michelle swallowed back a lump that was quickly developing in the back of her throat and shrugged.

"No," she lied. "Like I said. Emotions were running high that night. I wasn't myself and probably neither were you."

Peter nodded a little with a frown on his face. Inwardly, Michelle hated the path she was choosing to take but knew she had to see this through.

"Can we at least still be friends?" Peter asked quietly.

Michelle looked at him. Peter looked at her. She was hoping he couldn't see how she truly felt about him. And for a moment, they were back on the roof of the school. The sounds of their laughter and memories of their dancing echoing all around them in a flurry of snowflakes. The electricity radiating between them. Before she could stop herself, Michelle leaned in and kissed him. It was a quick kiss on the lips and they both wanted it to last a lot longer than it actually did. But of course neither was going to admit that out loud. Michelle held out her hand to him.

"Friends," she nodded.

Peter smiled a little as he shook her hand, not wanting to let go. So he waited until she let go, then watched as she disappeared into the kitchen. Peter slowly wandered back over to Ned with a frown on his face.

"So how did it go?" Ned smiled a little. "I saw that kiss. So are you guys -"

"Yeah uhm...we're friends," Peter said.

"Friends?" Ned frowned. "But I thought -"

"I'm ready to go home."

Ned said nothing more and nodded, as Peter headed for the door. He waved good bye to Tara, before leaving.

"What happened?" Ned asked, when they were both outside.

"Nothing," Peter shrugged. "We just came to the conclusion that we're better off as friends."

"Really? But she kissed you."

Peter shrugged again and flagged down a taxi. He gave the driver his address then turned to Ned.

"If being her friend is the only way I can have her in my life, then I'm going to have to accept that," he said. "It's better than my current situation with Liz."

"But you don't really want that do you?" Ned asked.

Peter looked away from him. "Being with her wouldn't be good for me anyway. You see what she's done to me lately. I can't be sad all the time like this. I've got more important things to stress out over."

Ned frowned. "I'm surprised."

"What?" Peter said, looking at him." Why are you looking at me like that?"

"I'm surprised you're not fighting for her anymore."

"What's the point?"

Ned wasn't completely on board with Peter's decision, but as his best friend and "Guy in the Chair" he knew he had to be supportive. They rode the rest of the way to Peter's apartment in silence. Once they got there, Ned cleared his throat.

"Can I...use the bathroom?" he said. "I really need to pee."

"Just go..." Peter frowned at him.

Ned quickly went into the bathroom, slamming the door shut behind him and locking it. Peter shook his head as he sat down on the couch. He picked up the remote to try to find something to watch. Then he felt around in his pocket for his phone which wasn't there.

"Ned have you seen my phone?" he called out.

"Nope!" 

Ned wasn't actually using the bathroom. In fact, he grabbed Peter's phone in the taxi when Peter wasn't paying attention as it fell out of his pocket. Ned quickly found the text message thread with Michelle and made a face at all the texts Peter had sent previously.

"Seriously dude?" said Ned, shaking his head.

Then he got to work typing out a message.

 **PETER:** _Hey MJ. I was hoping we could talk some more_

"Ned? Is everything okay in there?" Peter called from the living room.

"Yeah! Everything's fine," Ned yelled back, grinning when MJ replied.

 **MJ:** _Nothing more to talk about so wth_

Suddenly May started calling and that's when Ned realized the volume was on loud.

"Shit!" he said, hitting the decline button.

"Ned?? Do you have my phone??"

Ned heard footsteps coming closer to the door.

"Uhh no!" Ned lied, as he quickly typed another message.

 **PETER:** _Please?_

"Give me back my phone, Ned. _Now!_ "

 **MJ:** _Ugh fine_

 **MJ:** _When?_

 **PETER:** _Later today?_

 **MJ:** _Can't today_

 **PETER:** _Tomorrow?_

 **MJ:** _K_

 **PETER:** _Your place or mine?_

"NED OPEN THE DOOR!!!" Peter yelled.

Ned was trying so hard not to laugh. This was too good. He hoped Michelle wouldn't catch on that she wasn't actually texting Peter.

 **MJ:** _..._

 **MJ:** _I mean_

 **MJ:** _I haven't seen your place_

 **MJ:** _You've seen mine_

Peter continued to bang on the door. Ned sent off a couple more texts before unlocking the door. Peter was standing there his face red and breathing heavily.

"Ned. Seriously. What -"

"It had to be done," said Ned, tossing his phone to him.

Peter's eyes widened when he read the texts.

"Ned! What did you do??"

"Whatever happened at the coffee shop earlier was just...sad. I've given you a chance to fix things with her. You should thank me."

Peter looked down at his phone again in disbelief.

 **PETER:** _Come over around 2_

 **PETER:** _Do you know where I live?_

 **MJ:** _Yep_

 **MJ:** _But that doesn't mean anything_

 **MJ:** _I'm not a stalker_

 **MJ:** _It's in our decathlon team notebook_

 **MJ:** _Parker?_

 **MJ:** _Hello?_

 **MJ:** _Peter?_

 **MJ:** _I swear_

 **MJ:** _Stop kissing Ned and answer me_

 **MJ:** _Fine. Whatever._

 **MJ:** _See you tomorrow loser_

 **MJ:** _Hide all your toys and Ned before I get there_

The color drained from Peter's face. He looked up just in time to see Ned dashing out the front door. Slightly frustrated, Peter sat down on the couch going back over all the texts. He frowned a little when he saw all the texts Michelle never replied to. He put his phone down and sank back into the couch. He wasn't sure how long he sat there staring blankly at the TV. Soon he laid down, pulled a blanket over himself and shut his eyes. He did everything he could to push any thought of Michelle from his mind. But then all he could think about was all the fighting. Not just with Malachi, but also with The Shocker and The Vulture. Peter eventually fell asleep, though it was a very restless sleep. Around 9:30, May got home from work. She smiled at Peter as she set her things down on the counter. Her eyes were heavy with sleep deprivation. She ran a hand through his hair and his eyes shot open.

"May," he said, sitting up. "You're home from work? What time is it?"

"Around nine thirty," she smiled. "And I'm exhausted. How was your day?"

"Oh it was..." Peter momentarily considered whether or not to tell her about everything. But he didn't really want to go into all the details just yet. "It was fine."

"I know I promised you a movie night but I really need sleep," said May. "Can we reschedule for tomorrow night? You can invite Ned if you want."

"Yeah sounds great," Peter nodded.

"Thank you," May said. "Good night, Peter. I love you."

"I love you, too," said Peter, as she disappeared down the hallway.

Peter stood up and stretched before wandering in his room to charge his phone. He laid down on his bed and stared up at the ceiling wondering what he would say to Michelle when she came by tomorrow. There was a knock on the door and he frowned a little. He looked down the hall to May's room. Her door was closed and there was no light on. She was a heavy sleeper so he knew that she hadn't heard it. Whoever it was knocked again. Peter wondered who on earth was coming by this time of night. There were no missed calls or texts. What if it was Malachi? Or The Shocker or his men? What if they found out he was Spider-Man? Peter prepared himself for the worst and swung the door open. His breath caught in his throat and his heart started racing. He couldn't help the look of shock on his face. 

"Liz??"

~*~*~*~*~*~


	8. Chapter 8

**Notes for the Chapter:**

> HI! HELLO! So...I took an unintentional extended break but I'm back :D Tbh I had some major writer's block and also got started on other projects. But I finally got back into my groove with this story so here a nice long update for you! Thanks for the kudos and comments while I was away <3

**~*~*~*~*~*~**  
  
"Hey Peter," Liz smiled.  
  
Peter didn't mean to stare, but it had been two months. Two _very_ long months of wondering how she truly felt about him. Two months of worrying he had missed out on a chance with her. It was as if Peter's heart had gone cold while she was away. Now that she was standing in front of him, he could feel the warmth of the feelings he still had for her seeping into every crack she left behind.   
  
"I'm sorry I didn't call or text before stopping by," Liz said, tucking some hair behind her ear. "My flight got in not that long ago. I wanted to stop by on the way to Betty’s house. I hope you don't mind."  
  
"N - no. Not at all," said Peter, fighting the urge to hug her. He opened the door wider and stepped aside. "Would you like to come in?"  
  
"It's a little late. Won't your Aunt -"  
  
"She won't mind," Peter said quickly. "How was your flight?"   
  
"A little long, but I was able to sleep for most of it."  
  
“Oh. That's nice," Peter nodded. "So how's life in Oregon?"  
  
"It's an adjustment. I miss all my friends. This is where I was born and raised. It feels like I was completely uprooted and I'm starting all over again."  
  
Peter couldn't help but frown. This was all his fault. Had he not abandoned her the night of the Homecoming dance, her father wouldn't be in prison. Liz and her mom wouldn't have moved away. Liz would still be captain of the decathlon team. It would've been Liz with him at Winter Formal. It might have even been Liz kissing him on the rooftop in the snow. His feelings of guilt were overwhelming as he thought about the look on her face when she realized he was leaving. Her eyes had begged him to stay. They pleaded not to let her down. Not again.   
  
"I should have stayed," Peter said quietly. "At the Homecoming Dance. I should've stayed. Instead of -"  
  
"Ditching me?"  
  
Her words stung, but there was a tiny smile on her face. It hid pain. Something Peter didn't think she'd held onto.    
  
"Yeah. That," Peter looked down.  
  
Liz stepped forward and put a reassuring hand on his arm. The warmth from her touch sent little shockwaves through his body. She slowly dropped her hand down and interlaced her fingers with his.   
  
"It's okay," she said, sincerely. "At the time, I was upset and confused. My date left me standing alone at the Homecoming Dance without any explanation. Then I had to move."  
  
"I was -"  
  
"Let's just not talk about it anymore okay?"  
  
Peter nodded, but still felt like a pile of crap for how things turned out. Liz sighed, still holding onto his hand.  
  
"I missed you," she said. “Sorry I didn’t communicate with you more. I was transitioning and we left things very unresolved."  
  
"No need to apologize. You're here now. That's what matters."  
  
"I actually wanted to invite you to lunch tomorrow."  
  
"Like a date?" Peter swallowed back a nervous lump in his throat and his heart skipped a beat.  
  
"It wouldn't just be us," said Liz. "Betty and Ned would be there, too. So it would be like a double date. It's at some Italian place that Betty really likes. She's already made the reservations. And I may have already told her you would come."  
  
"I'd love to have lunch with you," Peter smiled.  
  
"Great! I'll text the address later. I better get going before Betty sends a search party after me."  
  
Peter nodded and opened the door. Liz pulled her hand away. The warmth leaving him made him feel cold again.   
  
"Good night Liz," he said, not really wanting her to go just yet.  
  
"Good night Peter."  
  
She started walking down the hall then stopped and came back. Peter watched her curiously as she stepped forward and kissed him. At first, he wasn't sure how to react. So he stood there eyes wide and hands down at his sides. Liz started to pull away, but Peter surprised himself by pulling her back. Just for a little longer. This time, he shut his eyes and melted into the kiss. It was slow. But it was what he wanted for so long and didn't realize he needed. Soon, it was getting harder to breathe. So they reluctantly pulled away from each other for much needed oxygen. Both were looking a little shell shocked by what just happened between them. In all honesty, Peter had always wondered what it would be like to kiss Liz. And now he knew. Liz cleared her throat and stepped back.  
  
"See you tomorrow," she said.  
  
There was a slight blush in her cheeks and she didn't make eye contact. But there was definitely a smile. Peter watched her go and stood in the doorway like a lovesick puppy even after she'd disappeared from view. His heart was still racing and his lips were still tingling. What the hell was happening? First Michelle and now Liz. Peter's love life had done a complete turnaround. With all the tension between him and Michelle, he needed Liz here. And now she was.   
  
~*~*~*~*~*~  
  
The next day, Peter got up with a renewed sense of self. He kept humming as he got ready for the lunch date. In his mind, he could see Liz's smile and feel her kiss. He had been given a second chance with her and was determined this time he wasn't going to blow it. Sure, Michelle popped into his mind once or twice since his conversation last night with Liz. And sure Ned pretended to be him and texted Michelle saying they still had things to talk about. But the truth was, they had nothing more to discuss and he didn't want to waste Michelle's time so he texted her.  
  
**PETER:** _Sorry about last night. Ned took my phone and texted you.  
  
_**MICHELLE:** _Figured  
  
_**PETER:** _No need to stop by  
  
_**MICHELLE:** _Wasn't planning on it  
  
_ Peter's frown quickly turned into a smile when he saw a text from Liz come through.  
  
**LIZ:** _We're on our way to the restaurant. See you soon :)  
  
_ A goofy grin was on Peter's face. The kind that would've made people who didn't know him wonder if he was sane. He was all dressed and ready to go with his spider suit on under his clothes. You know...just in case. He shoved his mask inside his backpack and headed for the door. As he reached for the doorknob, he heard an explosion in the distance and went over to a window. A familiar electric blue bubble shot up into the sky somewhere near the Hudson River.    
  
"Really? In broad daylight?" he said, looking at the time. He had thirty minutes to get to the restaurant. Another blast shot up into the sky. "So much for an uninterrupted lunch date."  
  
Peter decided he’d be able to quickly thwart whatever bad guy was messing around with alien tech and make it to lunch only slightly late. So away he went until he reached the Hudson. Then he saw another burst of light exploding from an abandoned warehouse not far from where he was.  
  
"Gotcha," he said, as threw his clothes into his backpack and put his mask on.  
  
That's when he heard his phone vibrate. It was a text from Liz.  
  
**LIZ:** _Hey! Are you almost here?  
  
_**PETER:** _Running a little late_

**PETER:** _Be there soon_  
  
He didn't wait to see her reply as he tossed his phone inside his backpack. Then he crawled up the side of the building to the roof.  
  
"Hello Peter. Where are you off to today?" Karen said loudly in his ears startling him.  
  
"Karen. Quieter please! I'm about to fight some bad guys."  
  
"Would you like Instant Kill Mode."  
  
"We've been over this. I don't need Instant Kill Mode. I probably never will."  
  
Peter crept across the roof careful not to step on any holes until he found a broken skylight. It had a perfect view of all that was happening down below. Several of The Shocker's motley crew were standing around holding various weapons created from alien tech. There was a blue glow coming off each of them. Judging by the random smoldering piles of old machinery and ash scattered around, this was a testing facility. Peter recognized one of the guys wearing a makeshift cast on his arm. That was the guy Peter nearly killed but broke his arm instead. They seemed to be recharging their weapons as none of them were firing so Peter decided now was a good time to drop in. So he dove through the skylight doing several flips before landing with a loud _THUD!_ onto the cement below.  
  
"Hey guys," he said, as several guns were pointed at him from all sides. He put his hands up in fake surrender and slowly stood. "Just wondering how many times you were going to shoot those things until the cops got here."  
  
"We can take care of the cops," said one guy, shooting at a metal box that immediately disintegrated.  
  
"Wow. That's impressive," Peter nodded.   
  
"That's going to be you."  
  
"I would've picked a testing facility outside of city limits," Peter replied before tossing a web grenade onto the guy's face.  
  
Then he went to work webbing down every weapon that he could. It was a blur of punches, blasts and spiderweb. But Peter was enjoying himself. This was an adrenaline rush he hadn't felt in a little while. Laughing, he webbed two guys together by the hand then hung them upside down. The guy with the broken arm surrendered on his own, probably out of fear for his life or that his other arm would get broken. When Peter thought he had everyone subdued, he made his way over to a large crate that remained untouched. Crudely crafted alien weapons were piled high inside.    
  
"Jackpot," Peter smiled. "Now I just gotta get these to Mr. Stark and make it lunch."  
  
Before he could turn around, he felt an intense sharp pain in his left side that brought him to his knees.  
  
"The Shocker sends his regards," said a gruff voice from behind him.  
  
Looking down, Peter's eyes widened when he saw a slash right through his spider suit just below his ribcage. There was an open wound that was bleeding profusely. Instinctively, he clutched his side with both hands to try and stop the bleeding. His breathing was getting shallow and his vision was blurring. Whoever it was that stabbed him had cut all the other men from their webbing. Peter was in excruciating pain, but still tried to stand up. Somebody had to stop them. He had to turn these weapons over to Tony.  
  
Peter's legs were shaking as he weakly stood up. Then he felt someone push him back down. He landed on his back which knocked the wind right out of him. In the corner of his eye, he saw the crate being moved away. He reached up a shaky, blood soaked hand to try and stop them. But he was now so weak he couldn't move anymore. He could no longer keep his hands at his side to stop the bleeding. Consequently, he was losing a lot of blood. His heart beat slower and slower by the second then everything went black.  
  
~*~*~*~*~*~  
  
Peter groaned as he slowly opened his eyes. His head was pounding and he could hear the steady beeping of a heart monitor. That's when he realized he was in a hospital bed hooked up to various machines. Sitting up, he immediately winced in pain from the gash on his side that was now bandaged. The door opened and Tony came strolling into the room.  
  
"Oh hey. Look who it is," Tony said, picking up a clipboard from the end of the bed and studying it.  
  
"Mr. Stark," Peter groaned, as he laid back down. "Where am I?"  
  
"Medical bay at the Avenger's Facility."  
  
"How did you find me?"  
  
"Tracking device. I knew as soon as the suit got cut through. How are you feeling?"  
  
"My head hurts."  
  
"You took quite a beating. What type of weapons?"  
  
"More alien tech."  
  
Tony nodded and walked over to the window staring out at the snow.  
  
"Were you able to recover anything?" Peter asked.  
  
"Unfortunately no, but they'll turn up again soon enough. Next time this happens, call me for back up."  
  
"I don't need help remember. I took down The Vulture on my own."  
  
"You got lucky," Tony said, pointedly. Then he picked up Peter's cell phone that was charging and tossed it over to him. "Liz doesn't seem very happy with you."  
  
"Liz," Peter said, his eyes wide with realization. "I have to go. I've got a date."  
  
"No. You _had_ a date," Tony corrected. "You've been out for two days. I already filled Ned and May in on what's happened. I assume Liz doesn't know your secret so I'm leaving that for you to fix."  
  
"How's the suit?"   
  
"Unfixable," Tony sighed, as he looked out the window. Peter frowned. "But I've got a back up. One that won't be so easily destroyed."  
  
"Was it the one you showed me before?"  
  
"Maybe. But that's not what's important right now," said Tony, looking at his watch. "I've got a very important meeting coming up, but just thought I'd stop in really quick to see if you were finally awake. You should be good to go just as soon as the nurse gives you the go ahead. Happy will be downstairs in the car whenever you're ready to go home."  
  
Before Peter could say anything more, Tony left the room just as quickly as he had come leaving Peter laying there confused about everything. He considered calling or texting Liz. But he wasn't even sure where to begin. Especially since Tony hadn't let her know anything and it had been two days. True, she didn't know he was Spider-Man and there were many reasons why he still felt like he couldn't share that part of him with her. But he at least needed to apologize for missing their scheduled lunch date.  
  
**PETER:** _Liz, I am so sorry about lunch. And for not answering your calls or texts for two days. Something came up. But I will be home soon. I understand if you don't want to talk to me yet. Or ever again. I just wanted to apologize.  
  
_ He then put his phone down on the bedside table and stared up at the ceiling, ignoring the call on his phone most likely from Liz.  
  
~*~*~*~*~*~  
  
Ever since Peter's text the other day, Michelle felt both relieved and disappointed. She spent the past couple days trying to erase him from her memory which was proving to be hard. Everytime she closed her eyes, she saw him. She felt him. Her heart raced and ached all at once. The butterflies danced around and her lips longed to kiss him again. But Michelle would quickly shut all those thoughts and feelings out by thinking of all the things that annoyed her about Peter. About how he was so flaky. How he still didn't trust her enough to just admit he was Spider-Man. She was actually even annoyed he still hadn't confided in Liz.   
  
As far as Michelle could tell, she was a rebound. Nothing more than someone to fill the void Liz left in Peter's fragile heart. But Michelle Jones would be no one's rebound. She was a wild horse that refused to ever be tamed or belong to anyone. Now she sat alone in her house reading, while Kelcey was out doing some last minute Christmas shopping. Her dad was working a double shift so she would be home alone as usual for most of the day. She hadn't bothered showering and was still in her pajamas when the doorbell rang shortly after lunch. Without checking the security cameras, Michelle was shocked when she saw who was at the door.  
  
"Malachi," she frowned. “What do you want?"  
  
"Can we talk?”  
  
"There’s nothing to talk about."  
  
Michelle started to close the door, but Malachi stopped it.  
  
"It's over," he said.  
  
"You can say that again."  
  
"No. Me and Sylvia. It's over. For Good."   
  
"Well it only took you what? Four years to _finally_ end it?" Michelle asked. Malachi nodded and she rolled her eyes. "Well good for you. I would give you gold star but I'm fresh out."  
  
"Michelle please. I just need five minutes."  
  
She looked at him for a moment then sighed.  
  
"It better not be for a second more," she said. "I was in the middle of reading."  
  
"Nietzsche?"  
  
"How did you know?"  
  
"You’re the only person I know who would read him for fun," Malachi smiled a little.  
  
"So...what did you want to talk about?"  
  
"I was hoping maybe now that Sylvia's out of my life...we could start over?”  
  
"You're joking right?" Michelle laughed a little. "After all the shit you put me through and what you did to Peter at winter formal? Not even a week later and you're asking me for a second chance."  
  
"I wasn't myself that night. You know that and I’m sorry."  
  
"You can't apologize to me for what you did to Peter. You're gonna have to apologize to Peter yourself. And mean it."  
  
"Once school starts back up I will. I promise. You're the only person in my life who actually gave a damn about me."  
  
"I regret ever going to that stupid party," Michelle muttered, memories from the night they met came flooding back to her.  
  
"I don't," Malachi frowned. "Because that's where I met you. I wouldn't be here if it weren't for you. Nobody else was there for me that night. Not my father or my friends. Not even my own girlfriend."  
  
"Your father is one of the biggest assholes to ever walk this planet. And don't even get me started on Sylvia."  
  
"I wasn't good to you Michelle and it's going to take me a really long time to make it all up to you. I'm not asking you to forgive me or forget all the horrible things I've done. I'm just asking for a chance to prove I'm not that guy anymore."  
  
"I don't know if I can do that," Michelle said, looking away from him.  
  
"I've been in therapy and rehab for the past few months," Malachi explained. "And it hasn't been easy. I've relapsed multiple times. Winter Formal was one of those times. After the dance, we went out to party some more. I caught Sylvia with one of my best friends. They'd been seeing each other since last year. I was stupid to think she actually cared about me."  
  
"Yeah and I tried multiple times to tell you that."  
  
"I should have listened and I'm sorry that I didn't. I've made a lot of bad choices and suffered a lot of consequences. I constantly have nightmares. Decisions from my past keep haunting and tormenting me. At one point, you cared about me enough to give me a fighting chance to survive."  
  
"That's the problem," said Michelle. "I didn't just care about you Malachi. I loved you."  
  
"And I love you. I never stopped." Malachi dug around in his jacket pocket. He pulled out a white card and handed it to her. "This is where I've been living. It's a group home. I've been seeing a counselor and getting the help that I need. I'm also safe there."  
  
Michelle stared at the card and gently traced a finger over the gold lettering. She considered the ups and downs of their previous relationship. All the secrets and lies. The friendships that fell apart. The nights she spent crying from the depression that started taking over her. How vulnerable she had become. How weak he made her. But at the same time she sensed he was telling her the truth. He did seem different now. Better even. Malachi turned to leave.  
  
"Malachi wait," Michelle said.  
  
He turned around to face her and was surprised when she hugged him. He didn't move. Didn't even hug her back. It had been so long since she'd held him so closely let alone touched him. He momentarily closed his eyes afraid to open them again in case this was just a dream.  
  
"Don't let me down this time," Michelle said into his chest.  
  
"This time?"  
  
Michelle smiled up at him. "This time."  
  
~*~*~*~*~*~  
  
Peter limped back into the apartment building preparing himself for the oncoming storm that was Aunt May's fury. He was surprised that the only missed calls and texts were from Liz. Ned knew Peter would get a hold of him when the time was right. But Aunt May...Peter wondered if this was her breaking point. Was this the time she took away his spider suit for good and forced him to cut all ties with Tony. He stopped outside the apartment door and took a deep breath. He was bracing himself for what was inevitably to come.  
  
"Aunt May I'm -"  
  
He stopped when he saw Liz sitting on the couch staring blankly at the tv which was turned off.  
  
"Liz," Peter frowned. "What are you doing here?"  
  
She turned around and it was apparent she had been crying. Probably for the past two days. She jumped up and ran over to him, pulling him into a tight hug. He winced in pain as his side still hurt.  
  
"Peter, I was so worried," Liz said into his shoulder, as tears spilled out of her eyes. "You didn't take any of my calls or reply to any texts. Aunt May and Ned said you were sick, but I didn't believe them. The last thing you texted me before you disappeared was that you were running late to lunch. Peter, where have you been? Is everything okay?"  
  
Peter wasn't sure what to say first or how to even say it. He'd done it again. Let her down. She had every right to scream or slap him as this certainly wasn't his first offense. But instead she was crying and hugging him which actually proved to be much more painful than anger. He hated being the reason she was so distraught. Once again, it was all his fault.   
  
"I'm fine now. Everything's okay," Peter said. Liz pulled back to look at him and Peter sighed. A partial truth was better than a flat out lie. "I was at the hospital. I got into a fight."  
  
"A fight?" Liz frowned. "With who?"  
  
"Just some guys. Don't worry about it."  
  
"Don't worry? Peter, you disappeared for two days straight." There were more tears in Liz's eyes that were threatening to spill out. "Was this some sort of gang initiation? That is so unlike you."  
  
"No. Nothing like that," Peter laughed a little. "It was more of a wrong place wrong time situation."  
  
"I'm sorry I worried so much," she said. "I know you can take care of yourself."   
  
"I've made a lot of mistakes Liz. And I told myself I wouldn't make those same mistakes again. All I wanted was a second chance and I blew it."  
  
He walked into the living room and sat down on the couch, putting his face in his hands. A few seconds later, he felt her sitting beside him. She put a hand on his shoulder.  
  
"You didn't blow it," she said softly. "But it will take a while to make it up to me."  
  
Peter looked at her. "You're giving me another chance?"  
  
"No more getting into fights. And if you do, just tell me what's going on. I'll understand. I may not like your situation, but at least I'd know."  
  
Peter nodded in response. It wasn't a promise. It was an acknowledgement. She just wouldn't understand the truth and Peter was beginning to wonder if she ever would. She smiled back at him, wiping tears from her eyes.  
  
"I'm a mess," she laughed a little. "But I really am glad you're okay. I've gotta go, but you owe me a lunch date."  
  
"How about tomorrow?" Peter asked. She looked at him skeptically and he laughed a little. "We can have lunch here. Order in. Watch a movie. Work on decathlon stuff. I won't even step foot outside the apartment."  
  
"Sounds perfect," Liz smiled, as she stood and walked over to the door. "I'll see you tomorrow then."  
  
After Peter shut the door behind her, he wandered into the kitchen where there was a note on the counter from Aunt May.  
  
_I don't know what to do with you anymore Peter Parker. I'm working late again tonight. But Tony told me you'd be home today, so you'd better be there when I get off work. We've got a lot to talk about. Don't you even think about leaving the apartment.  
_

Peter looked at the clock. There were still a few more hours until she would be home. As soon as he'd set foot inside the apartment building, he felt trapped. He needed fresh air in his lungs. He slung his backpack which was still on his shoulders onto his bed and opened it up. Inside was a new spider suit. Not the cool one Tony had showed up, but a remake of his previous one. Something that wouldn't be so easily cut through. Against his better judgement, Peter put the suit on and looked outside the window. Snow was lightly falling and the sun was beginning to set.   
  
"I'll be back before you're home Aunt May," he said to himself, as he crawled out of his window.   
  
He swung from building to building with no real destination in mind. But he soon found himself somewhere achingly familiar. Greenwood Cemetery. He quickly scanned the landscape and saw nobody else there. The sun was now starting to set and Peter wasn’t ready to go home. He needed to talk to someone. And surprisingly, it wasn’t Liz he wanted to talk to. It was Michelle.  
  
~*~*~*~*~*~  
  
After Malachi left, Michelle's emotions were all over the place. She felt like the walls of her bedroom were closing in on her, so she decided a walk in the cool air was what she needed. She smiled a little as she walked with no real idea of where exactly she was headed. Not many people walked when it was snowing. Especially not this close to nightfall. But Michelle did. Eventually she ended up at Greenwood Cemetery and decided to stop by the grave that was painfully familiar to her. Her breath caught in her throat when she saw Peter - well, Spider-Man - standing there like a stone angel. He didn't budge as she approached. She expected him to whirl around, but he never did which meant he was deep in thought. Michelle wondered what was going through his mind to keep him so focused.   
  
"You look like you have the weight of the world on your shoulders," Michelle said.  
  
Peter jumped a little, but was relieved when he saw her. Michelle knew she'd have to suck it up and pretend she didn't know it was Peter behind that mask.  
  
"You could say that," he said, failing at disguising his voice. "What brings you out here?"  
  
Michelle pointed at the grave and he nodded. "Oh right. Sorry."  
  
"And why exactly are you here?"  
  
"I was hoping to see you," said Peter, quietly.  
  
"Why?" Michelle frowned.  
  
"To talk."  
  
Michelle had to bite her tongue and not bring up Liz. She knew very well that Liz was in town. She also knew about the lunch double date Peter was supposed to go on. And she knew Peter missed said lunch date for reasons unknown to Liz. And that he'd disappeared for two days straight. But Michelle knew why. Because she knew his secret. She crossed her arms and looked at him with an eyebrow raised.  
  
"What did you want to talk about?" she asked.  
  
"Anything."  
  
The way he sounded...it was defeat, loneliness and something else she couldn't name. Usually, Michelle could read Peter like a book. But not this time. Something about him seemed different.   
  
"I come out here to think when I've got a lot on my mind," Michelle said.  
  
"What's on your mind now?"  
  
"Like you even care," Michelle muttered.  
  
"Well I asked didn't I?"  
  
This time she felt it. The frown on his face when he spoke. If Peter knew about her earlier conversation with Malachi, he'd give her one of those looks that seared into her soul. And no way was she going to admit that she had given Malachi another chance. And no way would she admit that she still had feelings for Peter even after everything he'd unknowingly put her through. Feelings that drowned and consumed her. Feelings that made her feel completely out of control which she hated. She wondered what Peter was thinking as she stood in silence trying to create an invisible force field around herself to keep him out. At the first sight of him moving in her direction, she snapped her head up.  
  
"Look, I'm glad you stopped by," she said. "But it really wasn't necessary."  
  
Peter stopped walking and frowned eventhough she couldn't see his face. "Why do you do that?"   
  
"Why do I do what?"  
  
"Push people away."  
  
"I don't know what you're talking about," Michelle said, turning away from him.  
  
She could feel his warmth as he walked closer.  
  
"It just seems like you keep everyone at a distance," he said.  
  
"Well maybe I like it that way."  
  
"Don't you have someone you can talk to when you feel like this? Instead of bottling it up inside?"  
  
"I don't need anyone," Michelle shrugged.  
  
"Everyone needs someone. Someone who will listen. Someone who will care."  
  
"Not me."  
  
"Seems like a lonely kind of life to live."  
  
On no. He wasn't going to do this to her. Not again. Slowly breaking through the emotional walls she'd built around herself in a desperate attempt at protection.  
  
"Well what about you then Spider-Man?" she said. "I bet you have a lot of people who care about you."  
  
"Yeah I guess..."  
  
"A girlfriend? I bet there's a lot of girls who would do anything to be with the web slinging crime fighter known as Spider-Man."  
  
She couldn't help the smirk that turned into a slight scowl when he shook his head no.  
  
"Not officially," he said.  
  
"What's that supposed to mean?"  
  
Peter looked down.  
  
"Tell me about her," said Michelle.  
  
"Who?"  
  
"The girl you're trying not to talk about."  
  
She knew full well who he was thinking about. Who he was trying not to mention. But she wanted him to say it. She _needed_ him to say it. Peter hesitated for a moment.  
  
"Well?" Michelle prodded.  
  
"She's...amazing," Peter sighed. "Her smile lights up a room. She's smart. Fun to be around. If I'm having a bad day or having trouble sleeping, all I have to do is think about the time I've spent with her. Not many people see her the way that I do. She confuses me and has completely changed me. But she might not ever know that if I can't get any closer to her."  
  
Michelle thought for a moment. Peter was being careful with his words and she wasn't quite sure why.  
  
"Wow. That was...corny," she laughed. "Does she know how you feel?"  
  
"I've told her. Just not always in person."  
  
"What do you mean? Not always in person?"  
  
"It's hard to explain, but I think you can care about someone without telling them," he said. "It's kind of like how I put myself in dangerous situations in order to prevent bad things from happening to good people. Even if they don't realize they're in trouble."  
  
"What if those good people are actually bad?"  
  
"Then that's a risk I'm willing to take. There's good and bad in everyone."  
  
"So you're willing to risk your life for anyone?" Michelle looked around and pointed at a man standing by a grave a few rows over. "Even for that guy over there or any other stranger off the street?"  
  
Peter nodded.  
  
"Well I'd never risk my life for anyone," said Michelle carelessly.  
  
"I don't believe that."  
  
"Why? You don't know me."  
  
"Everyone has people they care about enough to risk their life for."  
  
"Why are we even talking about this?" Michelle frowned. "Death. Dying. Sacrificing your life. It's depressing."  
  
Peter got quiet and Michelle knew he was frowning again. She knew he was considering what she had said. Taking time to mull over every word that came out of her mouth whether or not he agreed. She was startled when she realized he was standing right beside her. If he didn't have his mask on, she might have smacked him. Instead she looked at him strangely.  
  
"I'd sacrifice myself if it meant saving you," he said, sincerely.  
  
"Don't say that," Michelle frowned.  
  
"Why not?"  
  
"Because. I'm nothing to you."  
  
Michelle stepped away from him. She wanted to know how far he was willing to go to prove himself to her. Especially after making such a statement. She saw his shoulders slump a little then felt guilty. Peter had now built his life around having this secret identity and she was being selfish by trying to force him to tell her what she already knew.  
  
"I've gotta go," she said quickly. "Later Spider-Man."  
  
Peter wanted to go after her. He wanted to remove the mask and tell her the truth. He wanted her to know that while his feelings for Liz had been rekindled, his feelings for her still remained the same. In fact, they had even grown. But knowing Michelle, he knew she'd want him to let her walk away. So he did. Michelle stopped and turned back around to face him.  
  
"Hey Spidey,” she said. He looked at her. "Between you and me... I'd be willing to sacrifice myself for you, too."  
  
"Let's hope it never comes to that."  
  
Michelle nodded before walking off into the night. Peter thought about what she had said even though he was more confused than anything. Michelle had been bouncing back and forth so much the past couple of months it was hard for him to tell what it was she actually felt. But then again this was MJ. She wanted to be hard to predict. Peter swung off into the night so lost in thought that he didn't hear Michelle's muffled cries for help as she was thrown into the trunk of a car.  
  
~*~*~*~*~*~

**Author's Note:**

> If you made it through thank you! <3 Comments/Kudos are greatly appreciated so I know people actually like it =P I may be a little slow to update, but will try not to go longer than a week between updates. At this point, I'm not positive how long this story will end up. I do have ideas of where I want it to go and won't complete it until I get everything out :) and yes. This is def a pro Peter/MJ fanfiction, but...things take time okay so bear with me on that. Until next time... Thanks again for reading!


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